Common use of Certain Covenants Clause in Contracts

Certain Covenants. The Company hereby agrees with each Underwriter: (a) That the Company shall cooperate with the Lead Underwriter and legal counsel for the Underwriters and furnish such information as may be required to qualify or register the Underwritten Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Underwritten Securities; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible; (c) To prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; (j) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actions.

Certain Covenants. The Company hereby agrees with rights of each Underwriter: (a) That the Company shall cooperate with the Lead Underwriter Indemnitee to be indemnified under any other agreement, document, certificate or instrument, by-laws or other organizational agreement or instrument, insurance policy or applicable law are independent of and legal counsel for the Underwriters and furnish in addition to any rights of such information as may Indemnitee to be required to qualify or register the Underwritten Securities for sale indemnified under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualificationsthis Agreement, registrations and exemptions in effect so long as required for the distribution of the Underwritten Securities; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible; (c) To prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent that an Indemnitee is entitled to be indemnified by the Indemnifying Parties under this Agreement and by any other Indemnitee under any other agreement, document, certificate, by-law or instrument, or by any insurer under a policy maintained by any other Indemnitee, the obligations of the Indemnifying Parties hereunder shall be primary, and the obligations of such other Indemnitee or insurer secondary, and no Indemnifying Party shall be entitled to contribution or indemnification from or subrogation against such other Indemnitee or insurer. Notwithstanding the foregoing, any Indemnitee may choose to seek indemnification from any potential source of indemnification regardless of whether such indemnitor is primary or secondary. An Indemnitee’s election to seek advancement of indemnified sums from any secondary indemnifying party will not limit the right of such Indemnitee, or any secondary indemnitor proceeding under subrogation rights or otherwise, from seeking indemnification from the Indemnifying Parties to the extent that the obligations of the Indemnifying Parties are primary, and each of the Indemnifying Parties shall, jointly and severally, indemnify each Indemnitee from and against, and shall pay to each Indemnitee, any amount paid or reimbursed by such Indemnitee to or on behalf of another indemnitee, pursuant to indemnification arrangements or otherwise, in respect of an Obligation referred to in Section 2. The rights of each Indemnitee and the obligations of each Indemnifying Party hereunder shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnitee. Following the Investment, each of the Company Entities and its corporate successors, shall implement and maintain in full force and effect any and all corporate charter and by-law provisions that may be necessary or appropriate to enable it to carry out its obligations hereunder to the fullest extent permitted by Regulation S-T; applicable law, including without limitation a provision of its certificate of incorporation (dor comparable organizational document under its jurisdiction of incorporation) The Company will furnish eliminating liability of a director for breach of fiduciary duty to each Underwriterthe fullest extent permitted by applicable law, as amended from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (time. So long as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment member of the Company Group maintains liability insurance for any directors, officers, employees or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would require the making agents of any change in such person, the Prospectus Indemnifying Parties shall ensure that each Indemnitee serving or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies has served in such quantities and at capacity is covered by such locations as the Lead Underwriter may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; (j) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities insurance in such a manner as would require to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s and the Company Group’s then current directors and officers. No Indemnifying Party shall seek or agree to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking order of any actions by court or other governmental authority that would prohibit or otherwise interfere, or take or fail to take any other action if such action or failure would reasonably be expected to have the Company effect of prohibiting or otherwise interfering, with the performance of any of its affiliatesthe Indemnifying Parties’ indemnification, the Company, shall furnish, advancement or cause to be furnished, such documents and take, or cause to be taken, any such other actionsobligations under this Agreement.

Certain Covenants. For purposes of this Section 5, “Closing Date” shall refer to the Closing Date for the Firm Shares and any Additional Closing Date for the Optional Shares. The Company hereby covenants and agrees with each Underwriterthe Initial Purchasers that: (a) That The Company will not amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum or any amendment or supplement thereto of which the Initial Purchasers shall not previously have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment or supplement and as to which the Initial Purchasers shall not have given its consent (which consent shall not be unreasonably withheld). The Company shall will promptly, upon the reasonable request of the Initial Purchasers and Initial Purchasers’ Counsel, make any amendments or supplements to the Offering Memorandum that may be reasonably necessary or advisable in connection with the resale of the Purchased Shares by the Initial Purchasers. (b) The Company will cooperate with the Lead Underwriter and legal counsel Initial Purchasers in arranging for the Underwriters qualification of the Purchased Shares for offering and furnish sale under the securities or “Blue Sky” laws of such information jurisdictions as the Initial Purchasers may designate and will continue such qualifications in effect for as long as may be required necessary to qualify or register the Underwritten Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for complete the distribution of the Underwritten SecuritiesPurchased Shares by the Initial Purchasers; provided provided, however, that in connection therewith the Company shall not be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or to take any other action that would subject it to general service of process or to taxation in respect of doing business in any such jurisdiction where in which it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible;otherwise subject. (c) To prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGARIf, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and completion of the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made resale by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly Initial Purchasers of the happening of Purchased Shares, any event known to the Company within the time during shall occur as a result of which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) it is required to be delivered under the Securities Act Regulations whichnecessary, in the judgment opinion of Initial Purchasers’ Counsel, to amend or supplement the Offering Memorandum in order to make such Offering Memorandum not misleading in the light of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, circumstances existing at the time it is delivered to a purchaser, or if for any other reason it shall be necessary to amend or supplement the Offering Memorandum in order to comply with applicable laws, rules or regulations, the Company shall (subject to Section 5(a)) forthwith amend or supplement such Offering Memorandum at its own expense so that, as so amended or supplemented, such Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements thereintherein not misleading and will comply with all applicable laws, in rules or regulations. (d) The Company will, without charge, provide to the light Initial Purchasers and to Initial Purchasers’ Counsel as many copies of each of the circumstances under which they were made, not misleading, (B) as a result of which Preliminary Offering Memorandum and Offering Memorandum or any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend amendment or supplement thereto as the Prospectus Initial Purchasers or Initial Purchasers’ Counsel may reasonably request. (e) During the Time period of Sale Information to comply with any law andthree years from the Closing Date, during such timethe Company will, to promptly prepare and upon written request, furnish to the Underwriters copies Initial Purchasers, (i) as soon as available, a copy of each report and other communication (financial or otherwise) of the proposed amendment Company mailed to stockholders or supplement before filing any such amendment or supplement national securities exchange on which any class of securities of the Company may be listed, other than materials filed with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may (ii) from time to time such other public information concerning the Company and the Subsidiaries as the Initial Purchasers may reasonably request request. (f) If this Agreement shall terminate or shall be terminated after execution because of an appropriate amendment any failure or supplement to refusal on the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light part of the circumstances when it (or in lieu thereof the notice referred Company to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; (j) To file promptly with the Commission terms or fulfill any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectusconditions of this Agreement, the Company shall furnish to will reimburse the Lead Underwriter Initial Purchasers for review a copy all reasonable out-of-pocket expenses (including fees and expenses of each such proposed amendment or supplement, and counsel for the Company shall not file any such proposed amendment or supplement to which Initial Purchasers) incurred by the Lead Underwriter reasonably objects;Initial Purchasers in connection herewith. (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the The Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities Purchased Shares materially as set forth under “Use of Proceeds” in the manner set forth therein and in the Prospectus;Offering Memorandum. (oh) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale None of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliatesrespective Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Securities Act) which could be integrated with the sale of the Purchased Shares in a manner which would require the registration under the Securities Act of the Purchased Shares to the Initial Purchasers. (i) For six months after the Closing Date, or if applicable, the Additional Closing Date, the Company will not, and will not permit any of the Subsidiaries to, solicit any offer to sell the Purchased Shares by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. (j) For so long as any of the Purchased Shares remain outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and not able to be sold in their entirety under Rule 144 under the Securities Act (or any successor provision), the Company will make available, upon request, to any seller of such Purchased Shares the information specified in Rule 144A(d)(4) under the Securities Act, unless the Company is then subject to Section 13 or 15(d) of the Exchange Act. (k) During the period from the Closing Date until two years after the Closing Date, without the prior written consent of the Initial Purchasers, the Company will not, and will not permit any of its “affiliates” (as defined in Rule 144 under the Securities Act) to, resell any of the Securities which constitute “restricted securities” under Rule 144 that have been reacquired by any of them. (l) The Company will not take any action prohibited by Regulation M under the Exchange Act, in connection with the distribution of the Securities contemplated hereby. (m) The Company will (i) permit the Purchased Shares to be included for quotation on the PORTAL Market and (ii) permit the Purchased Shares to be eligible for clearance and settlement through The Depository Trust Company. (n) The Company will use its best efforts to list the Conversion Shares for quotation on the New York Stock Exchange as promptly as practicable but in no event later than the time that the Registration Statement is declared effective in accordance with the Registration Rights Agreement. (o) The Company will, shall furnishat all times, reserve and keep available, free of preemptive rights, enough shares of Common Stock for the purpose of enabling the Company to satisfy its obligations to issue the Conversion Shares upon conversion of the Purchased Shares. (p) Except for the issuance of shares of Common Stock upon exercise of options granted pursuant to employee stock option plans, which options are outstanding on the date hereof, during the period of 90 days from the date of the Offering Memorandum (or, if the Offering Memorandum is not in existence, the most recent Preliminary Offering Memorandum), without the prior written consent of the Initial Purchasers, the Company (i) will not, directly or indirectly, issue, offer, sell, agree to issue, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sell, pledge, borrow or otherwise dispose of any capital stock, or cause make any announcement of any of the foregoing, (ii) will not establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder) with respect to any capital stock, and (iii) will not otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of any capital stock, whether or not such transaction is to be furnishedsettled by delivery of capital stock, such documents other securities, cash or other consideration, other than the sale of Purchased Shares as contemplated by this Agreement and takethe issuance of the Conversion Shares; and the Company will obtain an undertaking in substantially the form of Exhibit D attached hereto of each of its officers and directors listed in Schedule I attached hereto. The Company will not file a registration statement under the Securities Act in connection with any transaction by the Company or any person that is prohibited pursuant to the foregoing, except for (A) the Company’s filing of registration statements pursuant to the Registration Rights Agreement, and (B) registration statements on Form S-8 relating to employee benefit plans or cause on Form S-4 relating to corporate reorganizations or other transactions under Rule 145. (q) The Company will use its best efforts to do and perform all things required to be taken, any such done and performed by it under this Agreement and the other actionsOffering Documents prior to or after the Closing Date and to satisfy all conditions precedent on its part to the obligations of the Initial Purchasers to purchase and accept delivery of the Purchased Shares.

Certain Covenants. The Company hereby agrees with each Underwriter: (a) That that the Company shall cooperate with the Lead Underwriter Representative and legal counsel for the Underwriters and furnish such information as may be required to qualify or register the Underwritten Offered Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead UnderwriterRepresentative; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Underwritten Offered Securities; provided and that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Offered Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter Representative promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That that if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Offered Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible; (c) To to prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to file such Prospectus with the Commission for filing pursuant to Rule 424(b) of under the Securities Act Regulations not later than 10:00 a.m. (New York City time), on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree, and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 10:00 a.m. (New York City time) on the day following the execution and delivery of this Agreement, or on such other day as the parties may mutually agree, to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by means reasonably calculated to result in filing with the Commission pursuant to such Rule; Securities Act Regulations, which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via EDGAR▇▇▇▇▇, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) Thatthat, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Offered Securities underwritten by it, the Company shall promptly advise the Lead Underwriter Representative in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the ProspectusCommission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter Representative promptly of any proposal to prepare, use, authorize, approve or file any amendment amend or supplement to the Registration Statement, any Issuer Free Writing Prospectus Statement or the Prospectus, shall furnish to the Lead Underwriter Representative for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will shall not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such proposed amendment or supplement or use any such Prospectus to which the Lead Underwriter shall Representative reasonably objectobjects; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (he) To to furnish to the Lead Underwriter Representative for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Offered Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter Representative may reasonably request regarding the Company; (if) To to advise the Lead Underwriter Representative promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Offered Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter Representative or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's ’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter Representative may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale InformationProspectus, as amended or supplemented, will comply with the law; (jg) To to file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the Lead UnderwriterRepresentative, be required by the Securities Act or requested by the Commission; (kh) Thatthat, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Statement or supplement or amendment to the Prospectus or any Prospectus pursuant to Rule 424 under the ProspectusSecurities Act, the Company shall furnish to the Lead Underwriter Representative for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter Representative reasonably objects; (li) To to furnish promptly to the Representative a signed copy of the Registration Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representative may reasonably request; (j) to furnish to the Lead UnderwriterRepresentative, not less than two business days before filing with the Commission subsequent to the effective date of the Prospectus and during the period referred to in paragraph (gd) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the such period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (mk) Not not to, and to use its best efforts to cause its officers, directors and affiliates not to, (Ai) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Offered Securities, (Bii) sell, bid for, purchase or pay anyone (other than the Underwriters Underwrites as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Offered Securities or (Ciii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (nl) That that during the time which a Prospectus relating to the Offered Securities is required to be delivered under the Securities Act Regulations, the Company shall file, on a timely basis, with the Commission, all reports and documents required to be filed under the Exchange Act; (m) that the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Offered Securities in the manner set forth therein and in the Prospectus; (on) That that the Company shall not invest invest, or otherwise use the proceeds received by the Company from its sale of the Underwritten Offered Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and; (po) To to the extent, if any, that any rating provided with respect to the Underwritten Offered Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actions; and (p) that the Company shall file the Computational Materials and ABS Term Sheets (if any) provided to it by any Underwriter under Section 3(b)(iii) with the Commission pursuant to a Current Report on Form 8-K by 10:00 a.m. on the morning the Prospectus is delivered to such Underwriter or, the case of any Collateral Term Sheet required to be filed prior to such date, by 10:00 a.m. on the second business day following the first day on which such Collateral Term Sheet has been sent to a prospective investor; provided, however, that prior to such filing of the Computational Materials and ABS Term Sheets (other than any Collateral Term Sheets that are not based on the Pool Information) by the Company, such Underwriter must comply with its obligations pursuant to Section 3(b) and the Company must receive a letter from Deloitte & Touche LLP, certified public accountants, satisfactory in form and substance to the Company and its counsel, to the effect that such accountants have performed certain specified procedures, all of which have been agreed to by the Company, as a result of which they determined that all information that is included in the Computational Materials and ABS Term Sheets (if any) provided by the Underwriters to the Company for filing on Form 8-K, as provided in Section 3(b) and this Section 5(p), is accurate except as to such matters that are not deemed by the Company to be material. The foregoing letter shall be at the sole expense of the Company. The Company shall file any corrected Computational Materials or ABS Term Sheets described in Section 3(b)(v) as soon as practicable following receipt thereof.

Certain Covenants. (a) The Company hereby agrees with each Underwriteragrees: (ai) That the Company shall cooperate with the Lead Underwriter and legal counsel for the Underwriters and to furnish such information as may be required and otherwise to qualify or register cooperate in qualifying the Underwritten Securities Shares for offering and sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws states as you may designate and shall continue to maintain such qualifications, registrations and exemptions qualifications in effect so long as required for the distribution of the Underwritten SecuritiesShares; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it consent to general the service of process in under the laws of any such jurisdiction where it is not presently qualified or where it would be subject state (except service of process with respect to taxation as a foreign corporationthe offering and sale of the Shares); and that to promptly advise you of the receipt by the Company shall use its best efforts of any notification with respect to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities Shares for offering, sale or trading in any jurisdiction and will advise or the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that ; (ii) to make available to the Underwriters in the event New York City as many copies of the issuance Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any order suspending such qualificationamendments or supplements thereto) as the Underwriters may reasonably request for the purposes contemplated by the Act; in case any Underwriter is required to deliver (whether physically or through compliance with Rule 172 under the Act or any similar rule), registration or exemptionin connection with the sale of the Shares, a prospectus beyond the nine-month period referred to in Section 10(a)(3) of the Act in connection with the sale of the Shares, the Company shall use will prepare promptly upon request, but at its best efforts expense, such amendment or amendments to the Registration Statement and such prospectuses as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Act; (iii) to advise you promptly, confirming such advice in writing, of any request by the Commission for amendments or supplements to the Registration Statement, any Prepricing Prospectus, the Prospectus or any Permitted Free Writing Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the entry of a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to make every reasonable effort to obtain the withdrawal thereof at lifting or removal of such order as soon as possible; to advise you promptly of any proposal to amend or supplement the earliest possible momentRegistration Statement, any Prepricing Prospectus or the Prospectus, including by filing any documents that would be incorporated therein by reference and to file no such amendment or supplement to which you shall object in writing; (biv) That to file promptly all reports and any definitive proxy or information statement required to be filed by the Company with the Commission in order to comply with the Exchange Act subsequent to the date of the Prospectus and for so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of the Shares, and to promptly notify you of such filing; (v) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment to the Registration Statement thereto to be declared effective before the offering of the Underwritten Securities Shares may commence, the Company will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possiblepossible and will advise you promptly and, if requested by you, will confirm such advice in writing, when the registration statement or such post-effective amendment has become effective; (cvi) To prepare the Prospectus in a form approved by the Underwriters and to cause furnish to be transmitted you and, upon request, to the Commission for filing pursuant to Rule 424(b) each of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the other Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five three years from the date of this Agreement (i) as soon as availablecopies of any reports or other communications which the Company shall send to its shareholders or shall from time to time publish or publicly disseminate, (ii) copies of all annual, quarterly and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other communications supplied to holders of Underwritten Securitiessimilar form as may be designated by the Commission, (iiiii) as soon as practicable after the filing thereofupon request, copies of all documents or reports filed by with any national securities exchange on which any class of securities of the Company with the Commission or any securities exchange is listed, and (iiiiv) such other information as the Lead Underwriter you may reasonably request regarding the CompanyCompany or the Subsidiaries, in each case as soon as such communications, documents or information becomes available; provided, however, that in no case shall the Company be required to furnish materials pursuant to this paragraph which are filed and publicly accessible via ▇▇▇▇▇ or any successor database; (ivii) To to advise the Lead Underwriter Underwriters promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) Shares is required under the Securities Act Regulations) is required to be delivered under (whether physically or through compliance with Rule 172 or any similar rule) in connection with any sale of the Securities Act Regulations Shares, which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the UnderwritersCompany, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used used, or in the information incorporated therein by reference, so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish furnish, at the Company’s expense, to the Underwriters copies promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change and to furnish you a copy of the such proposed amendment or supplement before filing any such amendment or supplement with the Commission Commission; (viii) to make generally available to its security holders, and thereafter promptly to deliver to you, as soon as reasonably practicable, but not later than 16 months after the date of this Agreement, an earning statement of the Company satisfying the provisions of the last paragraph of Section 11(a) of the Act and Rule 158(c) thereunder; (ix) to furnish at or make available to its shareholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, shareholders’ equity and of cash flow of the Company's own expense to the Underwriters and to dealers) for such fiscal year, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light accompanied by a copy of the circumstances when it certificate or report thereon of nationally recognized independent registered public accountants; (or in lieu thereof the notice referred x) to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case furnish to you three conformed copies of any Issuer Free Writing Prospectus, conflict with the information contained in each of the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply initially filed with the lawCommission, and of all amendments thereto (including all exhibits thereto and documents incorporated by reference therein) and sufficient conformed copies of the foregoing (other than exhibits) for distribution of a copy to each of the other Underwriters; (jxi) To file promptly with the Commission any amendment or supplement to furnish to you as early as practicable prior to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment time of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, purchase and the Company shall additional time of purchase, as the case may be, but not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent registered public accountants, as stated in their letter to be furnished pursuant to Section 6(d) hereof; (xii) to apply the net proceeds from the sale of the Shares, in all material respects, in the manner set forth under the caption “Use of proceeds” in the Prospectus; (xiii) to furnish to you, before filing with the Commission subsequent to the effective date of the Registration Statement and during the period referred to in paragraph (gvii) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, 14 or 15(d) of the Exchange Act; (xiv) to pay all expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, the Basic Prospectus, any Prepricing Prospectus, the Prospectus Supplement, the Prospectus, any Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issue, sale and delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares to the Underwriters, (iii) the word processing and/or printing of this Agreement, any Agreement Among Underwriters and any dealer agreements and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment), (iv) the qualification of the Shares for offering and sale under state laws and the determination of their eligibility for investment under state law as aforesaid (including the legal fees and filing fees and other disbursements of counsel to the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) any filing for review of the public offering of the Shares by FINRA (including the legal fees and filing fees and other disbursements of counsel to the Underwriters with respect thereto), (vi) any listing of the Shares on any securities exchange and any registration thereof under the Exchange Act, (vii) the fees and disbursements of any transfer agent or registrar for the Shares, (viii) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, and (ix) the performance of the Company’s other obligations hereunder; (xv) to comply with Rule 433(g) under the Act; (xvi) not to (i) sell, offer to sell, contract to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any Common Shares or securities convertible into or exchangeable or exercisable for Common Shares or options, warrants or other rights to purchase Common Shares or any other shares of the Company that are substantially similar to Common Shares, (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 Shares or any securities convertible into or exercisable or exchangeable for Common Shares, whether any such transaction is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii), or (iv) file a registration statement under the Act relating to the offer and sale of any Common Shares or securities convertible into or exchangeable or exercisable for Common Shares or options, warrants or other rights to purchase Common Shares or any other shares of the Company that are substantially similar to Common Shares for a period of sixty (60) days after the date hereof (the “Lock-up Period”) without the prior written consent of ▇▇▇▇▇▇▇▇▇ & Company, Inc., except for (i) the registration of the Shares and the sales to the Underwriters pursuant to this Agreement, (ii) issuances of Common Shares upon the exercise of outstanding options or warrants as disclosed in the Registration Statement, each Prepricing Prospectus and the Prospectus, (iii) the issuance of employee stock options not exercisable during the Lock-up Period pursuant to stock option plans, if any, described in the Registration Statement, each Prepricing Prospectus and the Prospectus, (iv) issuances of Common Shares to the trustees and officers of the Company and directors, officers and employees of RMR pursuant to the Company’s Incentive Share Award Plan described in the Registration Statement, each Prepricing Prospectus and the Prospectus and to RMR in payment of its incentive fee in accordance with the Company’s business management agreement with RMR filed as an exhibit to the Registration Statement and (v) issuances of Common Shares as partial or full payment for properties directly or indirectly acquired or to be acquired by the Company or its subsidiaries; provided that, the Company shall have conditioned such issuances of Common Shares upon agreement of the recipients to the restrictions of this paragraph; provided, however, that if (a) during the period that begins on the date that is fifteen (15) calendar days plus three (3) business days before the last day of five years hereafter the Lock-Up Period and ends on the last day of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to file all such documents and reports in the manner and within Company occurs; or (b) prior to the time periods required expiration of the Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this 5(a)(xvi) shall continue to apply until the Exchange Act and expiration of the Exchange Act Regulationsdate that is fifteen (15) calendar days plus three (3) business days after the date on which the issuance of the earnings release or the material news or material event occurs; (mxvii) Not to, and to use its best efforts to cause the Shares to be listed on the NYSE; (xviii) to use its officers, directors and affiliates not to, (A) take, directly or indirectly prior best efforts to termination continue to qualify as a REIT under Sections 856 through 860 of the underwriting syndicate contemplated by this AgreementCode; (xix) to maintain a transfer agent and, any action designed to stabilize or manipulate if necessary under the price jurisdiction of any security formation of the Company, or which may cause or result in, or which might in a registrar for the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securitiesCommon Shares; (nxx) That prior to the time of purchase, to issue no press release or other communication directly or indirectly and hold no press conferences with respect to the Company will comply with all or any Subsidiary, the financial condition, results of operations, business, properties, assets, or liabilities of the provisions of Company or any undertakings in Subsidiary, or the Registration Statement and apply the net proceeds from the sale offering of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company ActShares, without your prior consent; and (pxxi) To not, at any time at or after the extentexecution of this Agreement, if anyto, directly or indirectly, offer or sell any Shares by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Prospectus. (b) Each Underwriter represents, severally and not jointly, that it has not and will not use any rating provided “free writing prospectus,” as defined in Rule 405 under the Securities Act, required to be filed with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions Commission by the Company or any of its affiliatesUnderwriter pursuant to Rule 433 under the Act, other than any free writing prospectus listed on Schedule B hereto or otherwise consented to by the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actions.

Certain Covenants. The Company hereby Borrower covenants and agrees with each UnderwriterLender for the benefit of Lender that: (a) That the Company shall cooperate with the Lead Underwriter and legal counsel for the Underwriters and furnish such information as may be required to qualify or register the Underwritten Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Underwritten Securities; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction 3.4.1 Borrower has and will advise have good and merchantable title to all of its assets, including the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purposeCollateral, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective each case as soon as possible; (c) To prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during owned or acquired by it, and shall keep the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number Collateral free and clear of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Actall Liens, other than those granted to Lender. Borrower will defend such title against the free writing prospectus constituting part claims and demands of all Persons whomsoever. 3.4.2 Borrower will faithfully preserve and protect Lender's Liens in the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof Collateral and Rules 164 will, at its own cost and 433 of the Securities Act Regulations applicable expense, cause said Liens to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending be perfected and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may becontinued perfected, and the Company for such purpose Borrower will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably at the request of an appropriate amendment or supplement to Lender and at the Prospectus or the Time expense of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will notBorrower, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so deliveredmake, be misleadingexecute, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; (j) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplementacknowledge and deliver, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnishrecord, or cause to be furnishedfiled or recorded, in the proper filing places, all such instruments, documents and takenotices, including without limitation financing statements and continuation statements, as Lender may deem necessary or cause advisable from time to time in order to perfect and continue perfected said security interest. Borrower will do all such other acts and things and make, execute, acknowledge and deliver all such other instruments and documents, including without limitation further security agreements, pledges, endorsements, assignments and notices, as Lender may deem necessary or advisable from time to time in order to perfect and preserve the priority of said Liens as a first and only Lien on and security interest in the Collateral prior to the rights of all other Persons therein or thereto. 3.4.3 Borrower will not, without the prior written consent of Lender, (i) borrow or permit any Person to borrow against the Collateral other than the Loan to Borrower from Lender pursuant to this Agreement; (ii) create, incur, assume or suffer to exist any Lien with respect to any of the Collateral; (iii) permit any levy or attachment to be takenmade against any of the Collateral except any levy or attachment relating to this Agreement; or (iv) permit any financing statement to be on file with respect to any of the Collateral, any such other actionsexcept financing statements in favor of Lender and those relating to subordinate Liens held by the Subordinated Creditor permitted hereunder. 3.4.4 Risk of loss of, damage to or destruction of the Collateral is and shall remain upon Borrower. Borrower will insure the Collateral as provided in Section 6.3

Certain Covenants. The Company hereby agrees with each Underwriter(a) From and after the termination of the Merger Agreement and until the Obligations hereunder are paid in full: (a) That the Company shall cooperate with the Lead Underwriter and legal counsel for the Underwriters and furnish such information as may be required to qualify or register the Underwritten Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Underwritten Securities; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible; (c) To prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (di) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required maintain or cause to be delivered under maintained its and each of its Subsidiaries' corporate or other organizational existence and good standing in its jurisdiction of incorporation and maintain its qualification in each jurisdiction where the Securities Actfailure to so qualify would reasonably be expected to have a Material Adverse Effect. (ii) The Company will, such number and will cause each of copies its Subsidiaries to, comply with all applicable statutes, regulation and orders of, and all applicable restrictions imposed by, all governmental bodies, domestic or foreign, in respect of the Prospectus conduct of its business and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations ownership of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Actits property, other than those the free writing prospectus constituting part of the Time of Sale Information;noncompliance with which would not have, and which would not reasonably be expected to have, a Material Adverse Effect. (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) The Company will pay and discharge, and will cause each of the time its Subsidiaries to pay and date that discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any post-effective amendment properties belonging to the Registration Statement becomes effective it and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; andall lawful claims which, if the Commission shall enter unpaid, might become a Lien or charge upon any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment properties of the Company or any of its Subsidiaries; provided that, neither the Company nor any of its Subsidiaries shall be required to pay any such tax, assessment, charge, levy or claim which is being contested in the reasonable opinion good faith and by proper proceedings if it has maintained adequate reserves with respect thereto in accordance with GAAP. (iv) The Company will, and will cause each of the Lead Underwriter or legal counsel for the Underwritersits Subsidiaries to, (A) would require the making of any change maintain insurance coverage by such insurers and in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered such forms and amounts and against such risks as are customarily carried by persons conducting businesses similar to a purchaser, include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light those of the circumstances under which they were made, not misleading, Company and its Subsidiaries and (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securitiespromptly upon holder's request, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any holder such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in information about such quantities and at such locations insurance as the Lead Underwriter holder may from time to time reasonably request request, which information shall be prepared in form and detail satisfactory to holder. (v) As soon as available, and in any event within 45 days after the close of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light each of the circumstances when it (or quarterly accounting periods in lieu thereof each fiscal year of the notice referred Company, the Company shall deliver to in Rule 173(a) under holder the Securities Act Regulations) is so deliveredunaudited consolidated balance sheets of the Company and its consolidated Subsidiaries as at the end of such quarterly period and the related unaudited consolidated statements of income and cash flows for such quarterly period and for the fiscal year to date, be misleadingand setting forth, or in the case of any Issuer Free Writing Prospectussuch unaudited consolidated statements of income and cash flows, conflict with comparative figures for the information contained related periods in the Registration Statementprior fiscal year, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; (j) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment and which consolidated financial statements shall be certified on behalf of the Company by is chief financial officer as having been prepared in accordance with GAAP and presenting fairly the consolidated financial position of the Company and its consolidated Subsidiaries as at such fiscal quarter and the consolidated results of their operations and cash flows for such fiscal quarter, subject to normal year-end adjustments. (vi) Neither Company nor any of its Subsidiaries shall make any Investment in cash in the Equity Securities of any Person except for strategic technological investments for which the holder hereof has given its consent, which consent will not be unreasonably withheld. (vii) Neither the Company nor any of its Subsidiaries shall (i) pay any dividends or make any distributions on its Equity Securities other than dividends paid on the Company's common stock paid solely in the Company's common stock; (ii) purchase redeem, retire, defease or otherwise acquire for value any of its Equity Securities; (iii) return any capital to any holder of its Equity Securities; (iv) make any distribution of assets, Equity Securities, obligations or securities to any holder of its Equity Securities; or (v) set apart any sum for any such purpose; provided that any Subsidiary may pay cash dividends to the Company. (viii) Neither the Company nor any of its Subsidiaries shall make any payment or distribution in cash to any stockholder or Affiliate of the Company other than payments or distributions made in the ordinary course of business. (b) Until the earlier of the closing of the Merger (as defined in the Merger Agreement) or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Merger Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all Section 5.1 of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus;Merger Agreement. (oc) That the The Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or ▇▇▇▇▇ ▇ ▇▇▇▇ on any of its affiliates, assets which is junior to the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such Lien of the Senior Lender other actionsthan Liens in favor of Polycom.

Certain Covenants. The Company hereby agrees with rights of each Underwriter: (a) That the Company shall cooperate with the Lead Underwriter Indemnitee to be indemnified under any other agreement, document, certificate or instrument, by-law, insurance policy or applicable law are independent of and legal counsel for the Underwriters and furnish in addition to any rights of such information as may Indemnitee to be required to qualify or register the Underwritten Securities for sale indemnified under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Underwritten Securitiesthis Agreement; provided that to the Company extent that an Indemnitee is entitled to be indemnified by the Indemnifying Parties under this Agreement and by any other Indemnitee under any other agreement, document, certificate, by-law or instrument, the obligations of the Indemnifying Parties hereunder shall be primary, and the obligations of such other Indemnitee secondary, and the Indemnifying Parties shall not be required entitled to qualify as a foreign corporation contribution or indemnification from or subrogation against such other Indemnitee. Notwithstanding the foregoing, any Indemnitee may choose to take seek indemnification from any action that would subject it potential source of indemnification regardless of whether such indemnitor is primary or secondary. An Indemnitee’s election to general service seek advancement of process in indemnified sums from any secondary indemnifying party will not limit the right of such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (Indemnitee, or any such exemption relating to) secondary indemnitor proceeding under subrogation rights or otherwise, from seeking indemnification from the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible; (c) To prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except Indemnifying Parties to the extent that the obligations of the Indemnifying Parties are primary. The rights of each Indemnitee and the obligations of each Indemnifying Party hereunder shall remain in full force and effect regardless of any investigation made by or on behalf of such Indemnitee. Following the Investment, each of the Company Entities, and each of their corporate successors, shall implement and maintain in full force and effect any and all corporate charter and by-law provisions that may be necessary or appropriate to enable it to carry out its obligations hereunder to the fullest extent permitted by Regulation S-T; (d) applicable law. The Company will furnish to shall enter into individual director indemnification agreements with each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus Investor Directors (as amended or supplementeddefined in the Stockholders Agreement) to provide such persons, effective as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy Closing, with indemnification in respect of each proposed Free Writing Prospectus to the Lead Underwriter claims that might be made against and counsel for the Underwriters liabilities incurred by such persons in connection with their acting in such capacity, on terms and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant conditions no less favorable to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, persons as the case may be, terms and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made conditions provided by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to its directors and officers who served immediately prior to the Lead Underwriter for Closing. No Indemnifying Party shall seek or agree to any order of a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports court or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company governmental authority that would prohibit or otherwise interfere with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; (j) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale performance of any of the Underwritten SecuritiesIndemnifying Parties’ advancement, (B) sell, bid for, purchase or pay anyone (indemnification and other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company obligations under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actionsthis Agreement.

Certain Covenants. The Company hereby agrees with each Underwriter: (a) That that the Company shall cooperate with the Lead Underwriter Representative and legal counsel for the Underwriters and furnish such information as may be required to qualify or register the Underwritten Offered Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead UnderwriterRepresentative; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Underwritten Offered Securities; provided and that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Offered Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter Representative promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That that if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Offered Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible; (c) To to prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rulesaid rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR▇▇▇▇▇, except to the extent permitted by Regulation S-T; (d) The the Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Offered Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To to furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter Representative and counsel for the Underwriters and obtain the consent of the Lead Underwriter Representative prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale InformationIssuer Free Writing Prospectuses, if any, identified in Schedule III hereto; (f) To to comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) 433 with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such said Rule), legending and record keeping, as applicable; (g) Thatthat, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Offered Securities underwritten by it, the Company shall promptly advise the Lead Underwriter Representative in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus, the Prospectus or any Issuer Free Fee Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Fee Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter Representative promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter Representative for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter Representative shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To to furnish to the Lead Underwriter Representative for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Offered Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter Representative may reasonably request regarding the Company; (i) To to advise the Lead Underwriter Representative promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Offered Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter Representative or legal counsel for the Underwriters, (Ai) would require the making of any change in the Prospectus or the Time of Sale Information Disclosure Package then being used so that the Prospectus or Time of Sale Information Disclosure Package would not, at the time it is delivered to a purchaser, include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (Bii) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Offered Securities, or (Ciii) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information Disclosure Package to comply with any law and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's ’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter Representative may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information Disclosure Package so that the Prospectus or the Time of Sale Information Disclosure Package as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale InformationDisclosure Package, as amended or supplemented, will comply with the law; (j) To to file promptly with the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead UnderwriterRepresentative, be required by the Securities Act or requested by the Commission; (k) Thatthat, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter Representative for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter Representative reasonably objects; (l) To to furnish promptly to the Representative a signed copy of the Registration Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representative may reasonably request; (m) to furnish to the Lead UnderwriterRepresentative, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (mn) Not not to, and to use its best efforts to cause its officers, directors and affiliates not to, (Ai) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Offered Securities, (Bii) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information Disclosure Package and Prospectus) any compensation for soliciting purchases of the Underwritten Offered Securities or (Ciii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (no) That that the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Offered Securities in the manner set forth therein and in the each of the Disclosure Package and the Prospectus; (op) That that the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Offered Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and; (pq) To to the extent, if any, that any rating provided with respect to the Underwritten Offered Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actions; and (r) the Company shall obtain a letter from Deloitte & Touche LLP, certified public accountants, satisfactory in form and substance to the Company and the Underwriters, to the effect that such accountants have performed certain specified procedures, all of which have been agreed to by the Company and the Underwriters, as a result of which they have determined that the information included in the Disclosure Package that the accountants have examined in accordance with such agreed upon procedures, is accurate except as to such matters that are not deemed by the Company or the Underwriters to be material.

Certain Covenants. The Company hereby agrees Issuers jointly and severally covenant and agree with each Underwriterthe Initial Purchaser that: (ai) That The Issuers will not amend or supplement the Company Final Memorandum or any amendment or supplement thereto of which the Initial Purchaser shall not have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment or supplement and as to which the Initial Purchaser shall not have given its consent (which consent shall not be unreasonably withheld). The Issuers will promptly, upon the reasonable request of the Initial Purchaser or counsel for the Initial Purchaser, make any amendments or supplements to the Preliminary Memorandum or the Final Memorandum that may be necessary in connection with the resale of the Securities by the Initial Purchaser. (ii) The Issuers will cooperate with the Lead Underwriter and legal counsel Initial Purchaser in arranging for the Underwriters qualification of the Securities for offering and furnish sale under the securities or "Blue Sky" laws of such information jurisdictions as the Initial Purchaser may designate and will continue such qualifications in effect for as long as may be required necessary to qualify or register complete the Underwritten resale of the Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead UnderwriterInitial Purchaser; provided, however, that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution connection therewith none of the Underwritten Securities; provided that the Company Issuers shall not be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or to take any other action that would subject it to general service of process or to taxation in excess of a nominal amount in respect of doing business in any such jurisdiction where in which it is not presently qualified otherwise subject. (iii) If, at any time prior to the completion of the resale by the Initial Purchaser of the Notes or where it would be subject to taxation the Private Exchange Notes, any event shall occur as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension result of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offeringwhich it is necessary, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event opinion of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible; (c) To prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain Initial Purchaser, to amend or supplement the consent Final Memorandum in order to make such Final Memorandum not misleading in the light of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, circumstances existing at the time it is delivered to a purchaser, or if for any other reason it shall be necessary to amend or supplement the Final Memorandum in order to comply with applicable laws, rules or regulations, the Issuers shall (subject to Section 5(i)) forthwith amend or supplement such Final Memorandum at its own expense so that, as so amended or supplemented, such Final Memorandum will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were madeexisting at the time it is delivered to a purchaser, not misleadingmisleading and will comply with all applicable laws, rules or regulations. (Biv) The Issuers will, without charge, provide to the Initial Purchaser and to counsel for the Initial Purchaser as a result many copies of each Preliminary Memorandum or Final Memorandum or any amendment or supplement thereto as the Initial Purchaser may reasonably request. (v) None of the Issuers or any of their respective Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any "security" (as defined in the Securities Act) which any Issuer Free Writing Prospectus conflicted or would conflict could be integrated with the information contained sale of the Securities in a manner which would require the Registration Statement relating to registration under the Underwritten Securities Act of the Securities. (vi) For so long as any of the Securities remain outstanding, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and Company will furnish to the Underwriters copies Initial Purchaser (a) as soon as available, a copy of each report or other communication (financial or otherwise) of the proposed amendment Company mailed to the Trustee or supplement before filing any such amendment holders of the Securities or supplement stockholders or filed with the Commission or any national securities exchange on which any class of securities of the Company may be listed, and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may (b) from time to time such other information concerning the Issuers as the Initial Purchaser may reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law;request. (jvii) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the The Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities as set forth under "Use of Proceeds" in the Final Memorandum. (viii) Prior to the Closing Date, the Company will furnish to the Initial Purchaser, as soon as they have been prepared by or are available to the Company, a copy of any unaudited interim consolidated financial statements of the Company and the Subsidiaries, for any period subsequent to the period covered by the most recent financial statements appearing in the Final Memorandum. (ix) The Company will not, and will not permit any of the Subsidiaries to, engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) in connection with the offering of the Securities or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. (x) For so long as any of the Securities remain outstanding, the Company will make available at its expense, upon request, to any holder of Securities and any prospective purchasers thereof the information specified in Rule 144A(d)(4) under the Securities Act, unless the Company is then subject to Section 13 or 15(d) of the Exchange Act. (xi) The Issuers will use their best efforts to (i) permit the Securities to be designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. (the "NASD") relating to trading in the Private Offerings, Resales and Trading through Automated Linkages market (the "Portal Market") and (ii) permit the Securities to be eligible for clearance and settlement through The Depository Trust Company. (xii) In connection with Securities offered and sold in an offshore transaction (as defined in Regulation S), the Issuers will not register any transfer of such Securities not made in accordance with the provisions of Regulation S and will not, except in accordance with the provisions of Regulation S, if applicable, issue any such Securities in the manner set forth therein and in the Prospectus;form of definitive securities. (oxiii) That If this Agreement shall terminate or shall be terminated after execution pursuant to any provision hereof (other than by reason of a default or omission by the Initial Purchaser of its obligations hereunder) or if this Agreement shall be terminated by the Initial Purchaser because of any failure or refusal on the part of the Issuers to comply with the terms or fulfill any of the conditions of this Agreement, the Company shall not invest or otherwise use agrees to reimburse the proceeds received Initial Purchaser for all reasonable out-of-pocket expenses (including fees and expenses of counsel for the Initial Purchaser) incurred by the Initial Purchaser in connection herewith, but in no event will the Company be liable to the Initial Purchaser for damages on account of loss of anticipated profits from its the sale of the Underwritten Securities in such a manner as would require Securities. (xiv) The Issuers will not become, at any time prior to the Company to register as expiration of three years after the Closing Date, an open-end investment company, unit investment trust, closed-end investment company or face-amount certificate company that is or is required to be registered under Section 8 of the Investment Company Act; and. (pxv) To During the extentperiod of three years after the Closing Date, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or will not, and will not permit any of its "affiliates" (as defined in Rule 144 under the Securities Act) to, resell any of the Company, shall furnish, or cause Securities which constitute "restricted securities" under Rule 144 that have been reacquired by any of them. (xvi) The Issuers will use their best efforts to do and perform all things required to be furnished, such documents done and take, performed by them under this Agreement and the other Basic Documents prior to or cause after the Closing Date and to be taken, any such other actionssatisfy all conditions precedent on their part to the obligations of the Initial Purchaser to purchase and accept delivery of the Securities.

Certain Covenants. The Company hereby agrees with each Underwriter(a) After the Closing, Parent and its Subsidiaries shall not conduct, and shall not be Related Persons of: (ai) That any business using the Company shall cooperate name "Ameri-Forge," "UCR" or "AFC"; or (ii) any business that competes with the Lead Underwriter and legal counsel for the Underwriters and furnish such information any business conducted as may be required to qualify or register the Underwritten Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Underwritten Securities; date hereof by any Seller anywhere in Texas or any other state or jurisdiction in which any Seller conducted business as of the date hereof, provided that the Company obligations of Parent and its Subsidiaries under this clause (ii) shall terminate three years after the Closing Date (the "Noncompete Term"). --------------- Notwithstanding the foregoing provisions of this paragraph (a), Parent and its Subsidiaries may be passive investors owning, in the aggregate, no more than five percent (5%) of the outstanding equity securities of any corporation the equity securities of which are listed on a national securities exchange or traded in the NASDAQ National Market System and with which Parent and its Subsidiaries have no other connection whatsoever. (b) Unless otherwise required by law or expressly authorized in writing by Buyer, Parent, GPX and Sellers shall not, and shall use their respective best efforts to cause each of their respective Related Persons not to, disclose to any Person not in the employ of Buyer, other than a potential or actual acquisition or business combination partner of Parent, which shall agree to be required bound by the provisions of this Section 8.1(b), any information concerning any -------------- of the Acquired Assets or the businesses conducted by Sellers prior to qualify as a foreign corporation the Closing Date not rightfully in the public domain, including, without limitation, lists of customers or suppliers, pricing strategies, business files and records, trade secrets and financial information. (c) During the Noncompete Term, Parent, GPX and Sellers shall not, and shall use their respective best efforts to cause each of their respective Related Persons not to, offer to employ or employ any Seller Employee employed by Buyer. (d) During the Noncompete Term, Parent, GPX and Sellers shall not, and shall use their respective best efforts to cause each of their respective Related Persons not to, engage or participate in any effort or act to induce any customer, supplier, associate, employee, sales agent or independent contractor of Buyer to take any action that would subject it which has the purpose of being disadvantageous to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible; (c) To prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder;Buyer. (e) To furnish Parent, GPX and Sellers acknowledge that the damages that would be suffered by Buyer as a copy result of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent any breach of the Lead Underwriter prior provisions of this Section ------- 8.1 may not be calculable and that an award of a monetary judgment for such a --- breach would be an inadequate remedy. Consequently, Buyer shall have the right, in addition to referring toany other rights it may have, using to obtain, without the requirement of posting any bond, in any court of competent jurisdiction, injunctive relief to restrain any breach or filing with the Commission Threatened breach of any Free Writing Prospectus pursuant provision of this Section 8.1 ----------- or otherwise to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part specifically enforce any of the Time of Sale Information;provisions hereof. This remedy is in addition to Damages for any loss directly or indirectly suffered by Buyer and reasonable attorneys' fees. (f) To comply with The parties hereto agree that the requirements duration and area for which the covenants in this Section 8.1 are to be effective are reasonable. In the event ----------- that any court of competent jurisdiction finally determines that the time period or the geographic scope of any such covenant is unreasonable or excessive and any covenant is to that extent made unenforceable, the parties agree that the restrictions of this Section 3 hereof 8.1 shall remain in full force and Rules 164 effect for the ----------- greatest time period and 433 within the greatest geographic area that would not render it unenforceable. The parties intend that each of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result covenants in filing with the Commission pursuant to such RuleSections 8.1(a), legending (b), (c) and record keeping, as applicable;(d) shall be deemed to be a separate covenant. ------------------------- --- (g) That, for a period The covenants of 90 days after the date of Parents and its Subsidiaries contained in this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt Section 8.1 are independent of any comments ofcovenants of Buyer contained herein or in ----------- any other document or instrument delivered in connection herewith or pursuant hereto, or requests for additional or supplemental information from, the Commission or and any request breach by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date Buyer of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; (j) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company covenant shall not file justify any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy breach by Parent and its Subsidiaries of any document proposed to be filed with the Commission pursuant to their covenants under this Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actions.8.1. -----------

Certain Covenants. The Company hereby agrees with each Underwriter: (a) That that the Company shall cooperate with the Lead Underwriter Representative and legal counsel for the Underwriters and furnish such information as may be required to qualify or register the Underwritten Offered Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead UnderwriterRepresentative; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Underwritten Offered Securities; provided and that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Offered Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter Representative promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That that if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Offered Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible; (c) To to prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rulesaid rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR▇▇▇▇▇, except to the extent permitted by Regulation S-T; (d) The the Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Offered Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To to furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter Representative and counsel for the Underwriters and obtain the consent of the Lead Underwriter Representative prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale InformationIssuer Free Writing Prospectuses, if any, identified in Schedule III hereto; (f) To to comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) 433 with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such said Rule), legending and record keeping, as applicable; (g) Thatthat, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Offered Securities underwritten by it, the Company shall promptly advise the Lead Underwriter Representative in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to the Preliminary Prospectus, the Prospectus or any Issuer Free Fee Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Fee Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter Representative promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter Representative for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter Representative shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To to furnish to the Lead Underwriter Representative for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Offered Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter Representative may reasonably request regarding the Company; (i) To to advise the Lead Underwriter Representative promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Offered Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter Representative or legal counsel for the Underwriters, (Ai) would require the making of any change in the Prospectus or the Time of Sale Information Disclosure Package then being used so that the Prospectus or Time of Sale Information Disclosure Package would not, at the time it is delivered to a purchaser, include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (Bii) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Offered Securities, or (Ciii) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information Disclosure Package to comply with any law and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter Representative may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information Disclosure Package so that the Prospectus or the Time of Sale Information Disclosure Package as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale InformationDisclosure Package, as amended or supplemented, will comply with the law; (j) To to file promptly with the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead UnderwriterRepresentative, be required by the Securities Act or requested by the Commission; (k) Thatthat, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter Representative for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter Representative reasonably objects; (l) To to furnish promptly to the Representative a signed copy of the Registration Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representative may reasonably request; (m) to furnish to the Lead UnderwriterRepresentative, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actions.or

Certain Covenants. (a) The Company hereby agrees with each Underwriteragrees: (ai) That the Company shall cooperate with the Lead Underwriter and legal counsel for the Underwriters and to furnish such information as may be required and otherwise to qualify or register cooperate in qualifying the Underwritten Securities Shares for offering and sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws states as you may designate and shall continue to maintain such qualifications, registrations and exemptions qualifications in effect so long as required for the distribution of the Underwritten SecuritiesShares; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it consent to general the service of process in under the laws of any such jurisdiction where it is not presently qualified or where it would be subject state (except service of process with respect to taxation as a foreign corporationthe offering and sale of the Shares); and that to promptly advise you of the receipt by the Company shall use its best efforts of any notification with respect to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities Shares for offering, sale or trading in any jurisdiction and will advise or the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that ; (ii) to make available to the Underwriters in the event New York City as many copies of the issuance Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any order suspending such qualificationamendments or supplements thereto) as the Underwriters may reasonably request for the purposes contemplated by the Act; in case any Underwriter is required to deliver (whether physically or through compliance with Rule 172 under the Act or any similar rule), registration or exemptionin connection with the sale of the Shares, a prospectus beyond the nine-month period referred to in Section 10(a)(3) of the Act in connection with the sale of the Shares, the Company shall use will prepare promptly upon request, but at its best efforts expense, such amendment or amendments to the Registration Statement and such prospectuses as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Act; (iii) to advise you promptly, confirming such advice in writing, of any request by the Commission for amendments or supplements to the Registration Statement, any Prepricing Prospectus, the Prospectus or any Permitted Free Writing Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the entry of a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to make every reasonable effort to obtain the withdrawal thereof at lifting or removal of such order as soon as possible; to advise you promptly of any proposal to amend or supplement the earliest possible momentRegistration Statement, any Prepricing Prospectus or the Prospectus, including by filing any documents that would be incorporated therein by reference and to file no such amendment or supplement to which you shall object in writing; (biv) That to file promptly all reports and any definitive proxy or information statement required to be filed by the Company with the Commission in order to comply with the Exchange Act subsequent to the date of the Prospectus and for so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of the Shares, and to promptly notify you of such filing; (v) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment to the Registration Statement thereto to be declared effective before the offering of the Underwritten Securities Shares may commence, the Company will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possiblepossible and will advise you promptly and, if requested by you, will confirm such advice in writing, when the registration statement or such post-effective amendment has become effective; (cvi) To prepare the Prospectus in a form approved by the Underwriters and to cause furnish to be transmitted you and, upon request, to the Commission for filing pursuant to Rule 424(b) each of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the other Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five three years from the date of this Agreement (i) as soon as availablecopies of any reports or other communications which the Company shall send to its shareholders or shall from time to time publish or publicly disseminate, (ii) copies of all annual, quarterly and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other communications supplied to holders of Underwritten Securitiessimilar form as may be designated by the Commission, (iiiii) as soon as practicable after the filing thereofupon request, copies of all documents or reports filed by with any national securities exchange on which any class of securities of the Company with the Commission or any securities exchange is listed, and (iiiiv) such other information as the Lead Underwriter you may reasonably request regarding the CompanyCompany or the Subsidiaries, in each case as soon as such communications, documents or information becomes available; provided, however, that in no case shall the Company be required to furnish materials pursuant to this paragraph which are filed and publicly accessible via ▇▇▇▇▇ or any successor database; (ivii) To to advise the Lead Underwriter Underwriters promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) Shares is required under the Securities Act Regulations) is required to be delivered under (whether physically or through compliance with Rule 172 or any similar rule) in connection with any sale of the Securities Act Regulations Shares, which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the UnderwritersCompany, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used used, or in the information incorporated therein by reference, so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish furnish, at the Company’s expense, to the Underwriters copies promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change and to furnish you a copy of the such proposed amendment or supplement before filing any such amendment or supplement with the Commission Commission; (viii) to make generally available to its security holders, and thereafter promptly to deliver to you, as soon as reasonably practicable, but not later than 16 months after the date of this Agreement, an earning statement of the Company satisfying the provisions of the last paragraph of Section 11(a) of the Act and Rule 158(c) thereunder; (ix) to furnish at or make available to its shareholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, shareholders’ equity and of cash flow of the Company's own expense to the Underwriters and to dealers) for such fiscal year, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light accompanied by a copy of the circumstances when it certificate or report thereon of nationally recognized independent registered public accountants; (or in lieu thereof the notice referred x) to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case furnish to you three conformed copies of any Issuer Free Writing Prospectus, conflict with the information contained in each of the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply initially filed with the lawCommission, and of all amendments thereto (including all exhibits thereto and documents incorporated by reference therein) and sufficient conformed copies of the foregoing (other than exhibits) for distribution of a copy to each of the other Underwriters; (jxi) To file promptly with the Commission any amendment or supplement to furnish to you as early as practicable prior to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment time of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, purchase and the Company shall additional time of purchase, as the case may be, but not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent registered public accountants, as stated in their letter to be furnished pursuant to Section 6(d) hereof; (xii) to apply the net proceeds from the sale of the Shares, in all material respects, in the manner set forth under the caption “Use of proceeds” in the Prospectus; (xiii) to furnish to you, before filing with the Commission subsequent to the effective date of the Registration Statement and during the period referred to in paragraph (gvii) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, 14 or 15(d) of the Exchange Act; (xiv) to pay all expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, the Basic Prospectus, any Prepricing Prospectus, the Prospectus Supplement, the Prospectus, any Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issue, sale and delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares to the Underwriters, (iii) the word processing and/or printing of this Agreement, any Agreement Among Underwriters and any dealer agreements and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment), (iv) the qualification of the Shares for offering and sale under state laws and the determination of their eligibility for investment under state law as aforesaid (including the legal fees and filing fees and other disbursements of counsel to the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) any filing for review of the public offering of the Shares by FINRA (including the legal fees and filing fees and other disbursements of counsel to the Underwriters with respect thereto), (vi) any listing of the Shares on any securities exchange and any registration thereof under the Exchange Act, (vii) the fees and disbursements of any transfer agent or registrar for the Shares, (viii) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, and (ix) the performance of the Company’s other obligations hereunder; (xv) to comply with Rule 433(g) under the Act; (xvi) not to (i) sell, offer to sell, contract to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any Common Shares or securities convertible into or exchangeable or exercisable for Common Shares or options, warrants or other rights to purchase Common Shares or any other shares of the Company that are substantially similar to Common Shares, (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 Shares or any securities convertible into or exercisable or exchangeable for Common Shares, whether any such transaction is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii), or (iv) file a registration statement under the Act relating to the offer and sale of any Common Shares or securities convertible into or exchangeable or exercisable for Common Shares or options, warrants or other rights to purchase Common Shares or any other shares of the Company that are substantially similar to Common Shares for a period of sixty (60) days after the date hereof (the “Lock-up Period”) without the prior written consent of ▇▇▇▇▇▇▇▇▇ & Company, Inc., except for (i) the registration of the Shares and the sales to the Underwriters pursuant to this Agreement, (ii) issuances of Common Shares upon the exercise of outstanding options or warrants as disclosed in the Registration Statement, each Prepricing Prospectus and the Prospectus, (iii) the issuance of employee stock options not exercisable during the Lock-up Period pursuant to stock option plans, if any, described in the Registration Statement, each Prepricing Prospectus and the Prospectus, (iv) issuances of Common Shares to the trustees and officers of the Company and directors, officers and employees of RMR pursuant to the Company’s Equity Compensation Plan described in the Registration Statement, each Prepricing Prospectus and the Prospectus and to RMR in payment of its incentive fee in accordance with the Company’s business management agreement with RMR filed as an exhibit to the Registration Statement and (v) issuances of Common Shares as partial or full payment for properties directly or indirectly acquired or to be acquired by the Company or its subsidiaries; provided that, the Company shall have conditioned such issuances of Common Shares upon agreement of the recipients to the restrictions of this paragraph; provided, however, that if (a) during the period that begins on the date that is fifteen (15) calendar days plus three (3) business days before the last day of five years hereafter the Lock-Up Period and ends on the last day of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to file all such documents and reports in the manner and within Company occurs; or (b) prior to the time periods required expiration of the Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this 5(a)(xvi) shall continue to apply until the Exchange Act and expiration of the Exchange Act Regulationsdate that is fifteen (15) calendar days plus three (3) business days after the date on which the issuance of the earnings release or the material news or material event occurs; (mxvii) Not to, and to use its best efforts to cause the Shares to be listed on the NYSE; (xviii) to use its officers, directors and affiliates not to, (A) take, directly or indirectly prior best efforts to termination continue to qualify as a REIT under Sections 856 through 860 of the underwriting syndicate contemplated by this AgreementCode; (xix) to maintain a transfer agent and, any action designed to stabilize or manipulate if necessary under the price jurisdiction of any security formation of the Company, or which may cause or result in, or which might in a registrar for the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securitiesCommon Shares; (nxx) That prior to the time of purchase, to issue no press release or other communication directly or indirectly and hold no press conferences with respect to the Company will comply with all or any Subsidiary, the financial condition, results of operations, business, properties, assets, or liabilities of the provisions of Company or any undertakings in Subsidiary, or the Registration Statement and apply the net proceeds from the sale offering of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company ActShares, without your prior consent; and (pxxi) To not, at any time at or after the extentexecution of this Agreement, if anyto, directly or indirectly, offer or sell any Shares by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Prospectus. (b) Each Underwriter represents, severally and not jointly, that it has not and will not use any rating provided “free writing prospectus,” as defined in Rule 405 under the Securities Act, required to be filed with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions Commission by the Company or any of its affiliatesUnderwriter pursuant to Rule 433 under the Act, other than any free writing prospectus listed on Schedule B hereto or otherwise consented to by the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actions.

Certain Covenants. The Company and the Operating Partnership hereby agrees agree with each Underwriter: (a) That that the Company shall cooperate with the Lead Underwriter Representatives and legal counsel for the Underwriters and furnish such information as may be required to qualify or register the Underwritten Securities Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial securities laws or other foreign laws of those jurisdictions designated by the Lead Underwriter; that the Company Representatives, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Underwritten SecuritiesShares; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities Shares for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter Representatives promptly of such suspension or any initiation or threat known by the Company of any proceeding for any such purpose; and that, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment;. (b) That that if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities Shares may commence, the Company will endeavor use its best efforts to cause such post-effective amendment to become effective as soon as possible;. (c) To to prepare the Prospectus in a form reasonably approved by the Underwriters and to cause to be transmitted to file such Prospectus (or a term sheet as permitted by Rule 434) with the Commission for filing pursuant to Rule 424(b) of under the Securities Act Regulations not later than 10:00 a.m. (New York City time), on the second day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree and to furnish promptly and with respect to the initial delivery of such Prospectus, not later than 10:00 a.m. (New York City time) on the second day following the execution and delivery of this Agreement, or on such other day as the parties may mutually agree, to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by means reasonably calculated to result in filing with the Commission pursuant to such Rule; Securities Act Regulations, which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR▇▇▇▇▇, except to the extent permitted by Regulation S-T;T. (d) The Company will furnish to each Underwriteradvise the Representatives promptly and (if requested by the Representatives) to confirm such advice in writing, from time to time during the period when a prospectus relating any post-effective amendment to the Underwritten Securities is required to be delivered Registration Statement becomes effective under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder;Regulations. (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring tothat, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by itAgreement, the Company shall promptly advise the Lead Underwriter Representatives orally (and, if requested by the Representatives, promptly confirm such advice in writing writing) (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the ProspectusCommission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus preliminary prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus preliminary prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from listing the Common Shares from the New York Stock Exchange, or of the threatening or initiation of any proceedings for any of such purposes; and that the Company shall use its best efforts to prevent the issuance of any such order or suspension, removal or termination from listing, and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, shall advise the Lead Underwriter Representatives promptly of any proposal to prepare, use, authorize, approve amend or supplement the Registration Statement or Prospectus and to file any no such amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter Representatives shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) ), 430A and 434, as applicable, under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission;. (hf) To to furnish to the Lead Underwriter Underwriters for a period of five three years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current annual reports or other communications supplied to holders of Underwritten SecuritiesCommon Shares not publicly available, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission NASD or any securities exchange and (iii) such other information not publicly available as the Lead Underwriter Underwriters may reasonably request regarding the Company;Company and the Subsidiaries. (ig) To to advise the Lead Underwriter Underwriters promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) Shares is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter Representatives or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law the Securities Act and the Securities Act Regulations and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's ’s own expense to the Underwriters and to dealersUnderwriters, copies in such quantities and at such locations as the Lead Underwriter Representatives may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale InformationProspectus, as amended or supplemented, will comply with the law;. (jh) To to file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the Lead UnderwriterRepresentatives, be required by the Securities Act or requested by the Commission;. (ki) Thatthat, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Statement or supplement or amendment to the Prospectus or any Prospectus pursuant to Rule 424 under the ProspectusSecurities Act, the Company shall furnish to the Lead Underwriter Representatives and counsel for the Underwriters for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter Representatives reasonably objects;object. (lj) To to furnish promptly to each Representative a signed copy of the Registration Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representatives may reasonably request. (k) to furnish to the Lead Underwritereach Representative, not less than two one business days day before filing with the Commission subsequent to the effective date of the Prospectus and during the period referred in which a prospectus relating to the Shares is required to be delivered under the Act in paragraph (g) aboveconnection with sales by any Underwriter or dealer, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the such period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and Act, the Exchange Act Regulations;Regulations and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (l) to apply the net proceeds from the sale of the Shares in the manner described under the caption “Use of Proceeds” in the Prospectus. (m) Not to make generally available to its security holders and to deliver to the Representatives as soon as practicable, but in any event not later than 45 days after the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement (unless such fiscal quarter is the last fiscal quarter of the Company’s fiscal year, in which case such earnings statement shall be delivered no later than 90 days after the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement) an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act Regulations,) covering a period of 12 months beginning after the effective date of the Registration Statement. (n) to use its best efforts to maintain the listing of the Shares on the New York Stock Exchange and to file with the New York Stock Exchange all documents and notices required by the New York Stock Exchange of companies that have securities for which quotations are reported by the New York Stock Exchange. (o) to engage and maintain, at its expense, a registrar and transfer agent for the Shares. (p) to refrain during a period of 180 days from the date of the Prospectus, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, establishing an open “put equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise disposing of or transferring, (or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of), any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, or filing any registration statement under the Securities Act with respect to any of the foregoing (provided that the Company may file a registration statement solely for the resale of Common Shares), or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Shares, whether any such swap or 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; provided, however, that the Company may issue its Common Shares or options to purchase its Common Shares, or Common Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180 day period without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives). (q) not to, and to use its best efforts to cause its officers, directors trustees, partners and affiliates affiliates, as applicable, not to, (Ai) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten SecuritiesShares, (Bii) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities Shares or (Ciii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities;securities of the Company. (nr) That (i) to use its best efforts to cause Friedman, Billings, ▇▇▇▇▇▇ Group, Inc., an affiliate of FBR, and each officer and trustee of the Company to furnish to the Representatives, prior to the First Closing Date, a letter agreement substantially in the form of Exhibit A hereto; (ii) to use its best efforts to cause each other shareholder of the Company and each Unit holder of the Operating Partnership to furnish to the Company an agreement not to, without the prior written consent of the Representatives (which consent may be withheld at the sole discretion of the Representatives), directly or indirectly offer, sell, contract to sell or otherwise dispose of or hedge their Common Shares covered by the Company’s registration statement on Form S-11 (No. 333-104000) for 45 days following the date of the Prospectus; provided, that this “lock-up period” will automatically terminate upon the later to occur of (A) exercise in full of the option granted in Section 1(b) hereof and (ii) the fifth consecutive day on which the closing price of our Common Shares on the New York Stock Exchange equals at least 120% of the public offering price of our Common Shares, or $15.00; (iii) to enforce all existing agreements between the Company and any of its security holders that prohibit the sale, transfer, assignment, pledge or hypothecation of any of the Company’s securities in connection with the Company’s September 2002 private placement; and (iv) to direct the transfer agent to place stop transfer restrictions upon any such securities of the Company that are bound by “lock-up” agreements for the duration of the periods contemplated in such agreements. (s) that during the time which a Prospectus relating to the Shares is required to be delivered under the Securities Act Regulations, the Company shall file, on a timely basis, with the Commission and the New York Stock Exchange all reports and documents in the manner required by the Exchange Act, the Exchange Act Regulations and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; additionally, the Company shall report the use of proceeds from the issuance of the Shares as may be required under Rule 463 under the Securities Act. (t) that the Company shall obtain or maintain, as appropriate, Directors and Officers liability insurance in the minimum amount of $75 million which shall apply to the offering contemplated hereby. (u) that the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus;Statement. (ov) That that the Company will continue to use its best efforts to meet the requirements to qualify as a REIT under the Code. (w) that the Company shall not invest invest, or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities Shares in such a manner as would require the Company or any of its Subsidiaries to register as an investment company under the Investment Company Act; and. (px) To that, in connection with the extentDirected Share Program, if any, the Company will ensure that any rating provided with respect the Directed Shares will be restricted to the Underwritten Securities extent required by the applicable rating agency is conditional upon the furnishing of documents NASD or the taking NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of any actions by three months following the Company or any date of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actions.effectiveness of the Registration Statement; tha

Certain Covenants. The Company hereby agrees Obligors jointly and severally covenant and agree with each Underwriterthe Initial Purchasers that: (ai) That The Obligors will not amend or supplement the Company Final Memorandum or any amendment or supplement thereto of which the Initial Purchasers shall not have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment or supplement and as to which the Initial Purchasers shall not have given their consent (which consent shall not be unreasonably withheld). The Obligors will promptly, upon the reasonable request of the Initial Purchasers or counsel for the Initial Purchasers, make any amendments or supplements to the Preliminary Memorandum or the Final Memorandum that may be necessary in connection with the resale of the Securities by the Initial Purchasers. (ii) The Obligors will cooperate with the Lead Underwriter and legal counsel Initial Purchasers in arranging for the Underwriters qualification of the Securities for offering and furnish sale under the securities or "Blue Sky" laws of such information jurisdictions as the Initial Purchasers may designate and will continue such qualifications in effect for as long as may be required necessary to qualify or register complete the Underwritten resale of the Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead UnderwriterInitial Purchasers; PROVIDED, HOWEVER, that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution connection therewith none of the Underwritten Securities; provided that the Company Obligors shall not be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or to take any other action that would subject it to general service of process or to taxation in excess of a nominal amount in respect of doing business in any such jurisdiction where in which it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment;otherwise subject. (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible; (c) To prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; andIf, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and completion of the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made resale by the Company under such Rule 424(b) were received in a timely manner by Initial Purchasers of the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during shall occur as a result of which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) it is required to be delivered under the Securities Act Regulations whichnecessary, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the UnderwritersInitial Purchasers, (A) would require to amend or supplement the making of any change Final Memorandum in order to make such Final Memorandum not misleading in the Prospectus or light of the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, circumstances existing at the time it is delivered to a purchaser, or if for any other reason it shall be necessary to amend or supplement the Final Memorandum in order to comply with applicable laws, rules or regulations, the Obligors shall (subject to Section 5(i)) forthwith amend or supplement such Final Memorandum at their own expense so that, as so amended or supplemented, such Final Memorandum will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were madeexisting at the time it is delivered to a purchaser, not misleadingmisleading and will comply with all applicable laws, rules or regulations. (Biv) The Obligors will, without charge, provide to the Initial Purchasers and to counsel for the Initial Purchasers as a result many copies of each Preliminary Memorandum or Final Memorandum or any amendment or supplement thereto as they may reasonably request. (v) None of the Obligors or any of their respective Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any "security" (as defined in the Securities Act) which any Issuer Free Writing Prospectus conflicted or would conflict could be integrated with the information contained sale of the Securities in a manner which would require the Registration Statement relating to registration under the Underwritten Securities Act of the Securities. (vi) For so long as any of the Securities remain outstanding, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and Company will furnish to the Underwriters copies Initial Purchasers (a) as soon as available, a copy of each report or other communication (financial or otherwise) of the proposed amendment Company mailed to the Trustee or supplement before filing any such amendment holders of the Securities or supplement holders of other publicly traded securities of the Company or filed with the Commission or any national securities exchange on which any class of securities of the Company may be listed, and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may (b) from time to time such other information concerning the Obligors as the Initial Purchasers may reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law;request. (jvii) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the The Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities as set forth under "Use of Proceeds" in the Final Memorandum. (viii) Prior to the Closing Date, the Company will furnish to the Initial Purchasers, as soon as they have been prepared by or are available to the Company, a copy of any unaudited interim consolidated financial statements of the Company and the Subsidiaries, for any period subsequent to the period covered by the most recent financial statements appearing in the Final Memorandum. (ix) The Company will not, and will not permit any of Subsidiaries to, engage in any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) in connection with the offering of the Securities or in any manner involving (x) For so long as any of the Securities remain outstanding, the Company will make available at its expense, upon request, to any holder of Securities and any prospective purchasers thereof the information specified in Rule 144A(d)(4) under the Securities Act, unless the Company is then subject to Section 13 or 15(d) of the Exchange Act. (xi) The Obligors will use their best efforts to (i) permit the Securities to be designated PORTAL securities in accordance with the rules and regulations adopted by the National Association of Securities Dealers, Inc. (the "NASD") relating to trading in the Private Offerings, Resales and Trading through Automated Linkages market (the "Portal Market") and (ii) permit the Securities to be eligible for clearance and settlement through The Depository Trust Company. (xii) In connection with Securities offered and sold in an offshore transaction (as defined in Regulation S), the Obligors will not register any transfer of such Securities not made in accordance with the provisions of Regulation S and will not, except in accordance with the provisions of Regulation S, if applicable, issue any such Securities in the manner set forth therein and in the Prospectus;form of definitive securities. (oxiii) That the Company If this Agreement shall not invest terminate or otherwise use the proceeds received shall be terminated after execution pursuant to any provision hereof (other than by reason of a default or omission by the Company Initial Purchasers of their obligations hereunder) or if this Agreement shall be terminated by the Initial Purchasers because of any failure or refusal on the part of the Obligors to comply with the terms or fulfill any of the conditions of this Agreement, the Obligors, jointly and severally, agree to reimburse the Initial Purchasers for all reasonable out-of-pocket expenses (including fees and expenses of counsel for the Initial Purchasers) incurred by the Initial Purchasers in connection herewith, but in no event will the Obligors be liable to the Initial Purchasers for damages on account of loss of anticipated profits from its the sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actionsSecurities.

Certain Covenants. The Company hereby agrees and the Operating Partnership hereby, jointly and severally, agree with each the Underwriter: (a) That the Company shall cooperate with the Lead Underwriter and legal counsel for the Underwriters and to furnish such information as may be required and otherwise to qualify or register cooperate in qualifying the Underwritten Securities Shares for offering and sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those such jurisdictions designated (both domestic and foreign) as the Underwriter may designate and to maintain such qualifications in effect as long as requested by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required Underwriter for the distribution of the Underwritten SecuritiesShares; provided that provided, that, neither the Company nor the Operating Partnership shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification corporation or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible momentpartnership; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities Shares may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possiblepossible and to advise the Underwriter promptly and, if requested by the Underwriter, to confirm such advice in writing, when such post-effective amendment has become effective; references herein to the Registration Statement shall include such post-effective amendment; (c) To to prepare the a Prospectus in a form reasonably approved by the Underwriters Underwriter and to cause to be transmitted to file such Prospectus with the Commission for filing pursuant to in the manner and within the time period required by Rule 424(b) of under the Securities Act Regulations (without reliance on Rule 424(b)(8)) and to furnish promptly to the Underwriter copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriter may reasonably request for the purposes contemplated by means reasonably calculated to result in filing with the Commission pursuant to such Rule; Securities Act Regulations, which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters Underwriter will be identical to the version created to be transmitted to the Commission for filing via EDGAR▇▇▇▇▇, except to the extent permitted by Regulation S-T; (d) The Company will furnish subject to each its other covenants in this Section 4, to comply with Rule 430B until the distribution of the Shares by the Underwriter is complete; to advise the Underwriter promptly and, if requested by the Underwriter, from time to time during the period confirm such advice in writing, when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or new registration statement relating to the Shares becomes effective under the Securities Act or any amendment or supplement to any Issuer Free Writing the Prospectus or any amended Prospectus is filed; (e) to advise the ProspectusUnderwriter immediately, and, if requested by the Underwriter, confirming such advice in writing, of (iiii) the receipt of any comments from, or any request by, the time and date that any post-effective amendment Commission for amendments or supplements to the Registration Statement becomes effective and or Prospectus or for additional information with respect thereto, or (ivii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus preliminary prospectus or the Prospectus; , or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the Securities Act concerning the Registration Statement, or if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, and, if the Commission shall enter or any other government agency or authority should issue any such stop order at any timeorder, the Company will use its best efforts to make every reasonable effort to obtain the lifting or removal of such order at the earliest possible momentas soon as possible; the Company shall, within such period, and to advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve amend or supplement the Registration Statement or Prospectus and to file any no such amendment or supplement to which the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, Underwriter shall reasonably object in writing; (f) to furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securitiesshares of Common Stock not otherwise publicly available, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission Commission, FINRA or any securities exchange not otherwise publicly available and (iii) such other information not otherwise publicly available as the Lead Underwriter may reasonably request regarding the Company, the Operating Partnership and the Subsidiaries; (ig) To to advise the Lead Underwriter promptly of the happening of any event known to the Company or the Operating Partnership within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) Shares is required to be delivered under the Securities Act or the Securities Act Regulations whichthat, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the UnderwritersUnderwriter, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law the Securities Act and the Securities Act Regulations and, during such time, to promptly prepare and furnish to the Underwriters Underwriter copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's ’s own expense to the Underwriters Underwriter and to dealers, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in so that the case Prospectus will comply with the Securities Act and the Securities Act Regulations; if at any time following issuance of any an Issuer Free Writing Prospectus, Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, Statement (or so that any other registration statement relating to the Prospectus Shares) or the Time General Disclosure Package or any preliminary prospectus or included or would include an untrue statement of Sale Informationa material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, as amended in the light of the circumstances prevailing at that subsequent time, not misleading, to promptly notify the Underwriter and promptly amend or supplementedsupplement, will comply with the lawat its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission; (jh) To to file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (ki) That, prior to filing with the Commission any amendment to the Registration Statement or supplement to the Registration Statement, any Issuer Free Writing Prospectus or any Prospectus pursuant to Rule 424 under the ProspectusSecurities Act, the Company shall to furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, thereof to the Underwriter and counsel for the Company shall Underwriter and not to file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; to give the Underwriter notice of its intention to make any filing pursuant to the Exchange Act or the Exchange Act Regulations from the Applicable Time to the Closing Time and to furnish the Underwriter and counsel for the Underwriter with copies of any such documents a reasonable amount of time prior to such proposed filing and not to file or use any such document to which the Underwriter or counsel for the Underwriter shall reasonably object; (lj) To to furnish promptly to the Underwriter a signed copy of the Registration Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Underwriter may reasonably request; (k) to furnish to the Lead Underwriter, not less than two one business days day before filing with the Commission subsequent to the effective date of the Prospectus and during the period referred in which a Prospectus relating to in paragraph (g) abovethe Shares is required to be delivered under the Securities Act or the Securities Act Regulations, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the such period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (l) to apply the net proceeds of the sale of the Shares in accordance with its statements under the caption “Use of Proceeds” in the Prospectus; (m) Not to make generally available to its security holders and to deliver to the Underwriter as soon as practicable, but in any event not later than forty five (45) days after the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement (or later than ninety (90) days, if such fiscal quarter is the last fiscal quarter of the Company’s fiscal year) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act (in such form, at the option of the Company, as complies with Rule 158 under the Securities Act Regulations) covering a period of 12 months beginning after the effective date of the Registration Statement; (n) to use its best efforts to maintain the listing of the Shares on the New York Stock Exchange and to file with the New York Stock Exchange all documents and notices required by the New York Stock Exchange of companies that have securities that are traded on the New York Stock Exchange; (o) to engage and maintain, at its expense, a registrar and transfer agent for the Shares; (p) to refrain, and to cause the Advisor to refrain, during a period of 60 days from the date of the Prospectus, without the prior written consent of the Underwriter, from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option, right or warrant for the purchase or sale of, or otherwise disposing of or transferring (or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of), any share of Common Stock or any securities similar to or ranking on par with or senior to the Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or filing any registration statement under the Securities Act with respect to any of the foregoing, or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of Common Stock or such securities, whether any such swap or 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; provided, however, that the foregoing sentence shall not apply to (A) the Shares to be sold hereunder, (B) the issuance of Common Stock into which currently outstanding Units or Class B Units may be converted following presentation for redemption by the existing Unit holders or Class B Unit holders, or (C) the grant of Common Stock or options to acquire Common Stock granted under the Company’s current stock incentive plan; provided, that, notwithstanding the foregoing, if (x) during the last 17 days of the 60-day restricted period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (y) prior to the expiration of the 60-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of such 60-day period; then in each case the restrictions imposed in this subsection shall continue to apply until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event; (q) not to, and to use its best efforts to cause its officers, directors and affiliates not to, (Ai) take, directly or indirectly indirectly, prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten SecuritiesShares, (Bii) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities Shares or (Ciii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securitiessecurities of the Company; (nr) That the Company will to comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the ProspectusStatement; (os) That to use its best efforts to meet the requirements to qualify as a REIT under the Code for each of its taxable years until such time as the board of directors of the Company shall determines that it is no longer in the best interests of the Company to qualify as a REIT; (t) the Company and the Operating Partnership, jointly and severally agree that, unless it obtains the prior written consent of the Underwriter, it will not invest make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the Underwriter will be deemed to have consented to the Issuer Free Writing Prospectuses listed on Schedule II hereto and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed by the Underwriter; The Company represents that it has treated or agrees that it will treat each such free writing prospectus consented to, or deemed consented to, by the Underwriter as an “issuer free writing prospectus,” as defined in Rule 433, and that it has complied and will comply with the applicable requirements of Rule 433 with respect thereto, including timely filing with the Commission where required, legending and record keeping; if at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any preliminary prospectus or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Underwriter and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission; (u) not to invest, or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities Shares in such a manner as would require the Company or any of its Subsidiaries to register as an investment company under the Investment Company Act; and (pv) To unless the extent, if any, board of directors of the Company determines that any rating provided with respect to the Underwritten Securities by contribution is not in the applicable rating agency is conditional upon the furnishing best interest of documents or the taking of any actions by the Company or any of that market conditions are such that it is not advisable for the contribution to occur, to use its affiliates, best efforts to enter into the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actions.contemplated contribution agreement with Ashford Sele

Certain Covenants. The Company hereby agrees 9.1 From and after the date hereof and until the Closing or the termination of this Agreement, the parties hereto shall use their respective commercially reasonable best efforts, and shall cooperate with each Underwriterother, to cause the consummation of the Merger in accordance with the terms and conditions hereof, including without limitation giving any Notice to or obtaining the Consent of any Governmental Authority, or any other Person with respect to any Material Contract, in each case, by reason of the Merger. In particular, Pentech and JAKKS shall use their respective commercially reasonable best efforts: (a) That to obtain the Company shall cooperate with environmental audit report(s) referred to in Section 10.2(e), to give any Notice required under ECRA and to obtain any Consent of the Lead Underwriter NJDEPE required to permit the consummation of the Merger thereunder; and (b) to file HSR Forms under the HSR Act as soon as practicable after the date hereof and legal counsel for to obtain early termination of the Underwriters waiting period, including without limitation filing such additional documents and furnish furnishing such additional information as may be required to qualify the Federal Trade Commission or register the Underwritten Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution Antitrust Division of the Underwritten SecuritiesDepartment of Justice may request; provided that the Company no provision hereof shall not be required require JAKKS or Pentech to qualify as a foreign corporation divest any business or assets or to take hold any action that would subject it business or assets separate. The filing fees payable in respect of the filing of the HSR Forms shall be payable by JAKKS. 9.2 As soon as practicable after Pentech's receipt of a Fairness Opinion, Pentech shall prepare and file with the SEC preliminary proxy materials relating to general service the Stockholders' Meeting, including the Notice of process such meeting, proxy statement and form of proxy, in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that accordance with the Company applicable provisions of the Exchange Act, shall use its best efforts to prevent file with the suspension of SEC such additional documents and furnish to the qualification or registration of (or SEC such additional information as the SEC may request and otherwise respond to the SEC's comments, if any, on the preliminary proxy materials and any such exemption relating to) other documents or information. Pentech shall make such changes in the Underwritten Securities for offeringproxy materials as are appropriate based on the SEC's comments, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purposeif any, and that shall cause the proxy materials to comply as to form in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible; (c) To prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply all material respects with the requirements of Section 3 hereof the Exchange Act and Rules 164 shall prepare and 433 file definitive proxy materials in accordance with the applicable provisions of the Securities Act Regulations applicable Exchange Act. Pentech shall provide to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for JAKKS a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt draft of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports proxy materials or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; (j) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant SEC in connection with the Stockholders' Meeting or the Merger and advise it of any information to Section 13, 14, be furnished to the SEC at a reasonably sufficient time in advance in order to allow JAKKS to review the same and give to Pentech any comments or 15(d) suggestions it may have thereon. Pentech shall also furnish to JAKKS copies of any correspondence to or from the SEC relating to the proxy materials and advise JAKKS of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extentSEC's comments, if any, that any rating provided thereon, and shall confer with respect JAKKS as to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actionsappropriate response thereto.

Certain Covenants. The Company hereby agrees with each UnderwriterUntil the Obligations hereunder are paid in full: (a) That the The Company shall cooperate with the Lead Underwriter will maintain or cause to be maintained its and legal counsel for the Underwriters each of its Subsidiaries' corporate or other organizational existence and furnish such information as may be required to qualify or register the Underwritten Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws good standing in its jurisdiction of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws incorporation and shall continue such qualifications, registrations and exemptions maintain its qualification in effect so long as required for the distribution of the Underwritten Securities; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such each jurisdiction where it is not presently qualified or where it the failure to so qualify would reasonably be subject expected to taxation as have a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment;Material Adverse Effect. (b) That ifThe Company will, at the time this Agreement is executed and deliveredwill cause each of its Subsidiaries to, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering comply with all applicable statutes, regulation and orders of, and all applicable restrictions imposed by, all governmental bodies, domestic or foreign, in respect of the Underwritten Securities may commenceconduct of its business and the ownership of its property, other than those the noncompliance with which would not have, and which would not reasonably be expected to have, a Material Adverse Effect. The Company will pay and discharge, and will cause each of its Subsidiaries to pay and discharge, all taxes, assessments and governmental charges or levies imposed upon it or upon its income or profits, or upon any properties belonging to it and all lawful claims which, if unpaid, might become a Lien upon any properties of the Company will endeavor or any of its Subsidiaries; provided that, neither the Company nor any of its Subsidiaries shall be required to cause pay any such post-effective amendment to become effective as soon as possible;tax, assessment, charge, levy or claim which is being contested in good faith and by proper proceedings if it has maintained adequate reserves with respect thereto in accordance with GAAP. (c) To prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may bewill, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions cause each of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the UnderwritersSubsidiaries to, (A) would require the making of any change maintain insurance coverage by such insurers and in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered such forms and amounts and against such risks as are customarily carried by persons conducting businesses similar to a purchaser, include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light those of the circumstances under which they were made, not misleading, Company and its Subsidiaries and (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with promptly upon the information contained in the Registration Statement relating to the Underwritten Securitiesholder's request, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any holder such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in information about such quantities and at such locations insurance as the Lead Underwriter holder may from time to time reasonably request of an appropriate amendment or supplement request, which information shall be prepared in form and detail satisfactory to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law;holder. (jd) To file promptly with Neither the Commission Company nor any amendment of its Subsidiaries shall (i) pay any dividends or supplement make any distributions on its Equity Securities other than dividends paid on the Common Stock paid solely in Common Stock; (ii) purchase redeem, retire, defease or otherwise acquire for value any of its Equity Securities; (iii) return any capital to any holder of its Equity Securities; (iv) make any distribution of assets, Equity Securities, obligations or securities to any holder of its Equity Securities; or (v) set apart any sum for any such purpose; provided that any Subsidiary may pay cash dividends to the Registration Statement, Company. (e) Neither the Company nor any Free Writing Prospectus of its Subsidiaries shall make any payment or the Prospectus that may, distribution in the judgment cash to any stockholder or Affiliate of the Company other than payments or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports distributions made in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination ordinary course of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actionsbusiness.

Certain Covenants. (a) The Company hereby agrees with each Underwriteragrees: (ai) That the Company shall cooperate with the Lead Underwriter and legal counsel for the Underwriters and to furnish such information as may be required and otherwise to qualify or register cooperate in qualifying the Underwritten Securities Shares for offering and sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws states as you may designate and shall continue to maintain such qualifications, registrations and exemptions qualifications in effect so long as required for the distribution of the Underwritten SecuritiesShares; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it consent to general the service of process in under the laws of any such jurisdiction where it is not presently qualified or where it would be subject state (except service of process with respect to taxation as a foreign corporationthe offering and sale of the Shares); and that to promptly advise you of the receipt by the Company shall use its best efforts of any notification with respect to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities Shares for offering, sale or trading in any jurisdiction and will advise or the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that ; (ii) to make available to the Underwriters in the event New York City as many copies of the issuance Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any order suspending such qualificationamendments or supplements thereto) as the Underwriters may reasonably request for the purposes contemplated by the Act; in case any Underwriter is required to deliver (whether physically or through compliance with Rule 172 under the Act or any similar rule), registration or exemptionin connection with the sale of the Shares, a prospectus beyond the nine-month period referred to in Section 10(a)(3) of the Act in connection with the sale of the Shares, the Company shall use will prepare promptly upon request, but at its best efforts expense, such amendment or amendments to the Registration Statements and such prospectuses as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Act; (iii) to advise you promptly, confirming such advice in writing, of any request by the Commission for amendments or supplements to the Registration Statements, any Prepricing Prospectus, the Prospectus or any Permitted Free Writing Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the entry of a stop order suspending the effectiveness of either of the Registration Statements and, if the Commission should enter a stop order suspending the effectiveness of either of the Registration Statements, to make every reasonable effort to obtain the withdrawal thereof at lifting or removal of such order as soon as possible; to advise you promptly of any proposal to amend or supplement the earliest possible momentRegistration Statements, any Prepricing Prospectus or the Prospectus, including by filing any documents that would be incorporated therein by reference and to file no such amendment or supplement to which you shall object in writing; (biv) That to file promptly all reports and any definitive proxy or information statement required to be filed by the Company with the Commission in order to comply with the Exchange Act subsequent to the date of the Prospectus and for so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of the Shares, and to promptly notify you of such filing; (v) if, at the time this Agreement is executed and delivered, it is necessary for the registration statement or a post-effective amendment to the thereto or any Abbreviated Registration Statement to be declared effective before the offering of the Underwritten Securities Shares may commence, the Company will endeavor to cause the registration statement or such post-effective amendment to become effective as soon as possiblepossible and will advise you promptly and, if requested by you, will confirm such advice in writing, when the registration statement or such post-effective amendment has become effective; (cvi) To prepare the Prospectus in a form approved by the Underwriters and to cause furnish to be transmitted you and, upon request, to the Commission for filing pursuant to Rule 424(b) each of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the other Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five three years from the date of this Agreement (i) as soon as availablecopies of any reports or other communications which the Company shall send to its shareholders or shall from time to time publish or publicly disseminate, (ii) copies of all annual, quarterly and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other communications supplied to holders of Underwritten Securitiessimilar form as may be designated by the Commission, (iiiii) as soon as practicable after the filing thereofupon request, copies of all documents or reports filed by with any national securities exchange on which any class of securities of the Company with the Commission or any securities exchange is listed, and (iiiiv) such other information as the Lead Underwriter you may reasonably request regarding the CompanyCompany or the Subsidiaries, in each case as soon as such communications, documents or information becomes available; provided, however, that in no case shall the Company be required to furnish materials pursuant to this paragraph which are filed and publicly accessible via ▇▇▇▇▇; (ivii) To to advise the Lead Underwriter Underwriters promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) Shares is required under the Securities Act Regulations) is required to be delivered under (whether physically or through compliance with Rule 172 or any similar rule) in connection with any sale of the Securities Act Regulations Shares, which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the UnderwritersCompany, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used used, or in the information incorporated therein by reference, so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish furnish, at the Company’s expense, to the Underwriters copies promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change and to furnish you a copy of the such proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; (j) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (kviii) Thatto make generally available to its security holders, prior and to filing with deliver to you, as soon as reasonably practicable, but not later than 16 months after the Commission any amendment or supplement to the Registration Statementdate of this Agreement, any Issuer Free Writing Prospectus or the Prospectus, an earnings statement of the Company shall satisfying the provisions of the last paragraph of Section 11(a) of the Act and Rule 158(c) thereunder; (ix) to furnish to its shareholders as soon as practicable after the Lead Underwriter end of each fiscal year an annual report (including a balance sheet and statements of income, shareholders’ equity and of cash flow of the Company) for review such fiscal year, accompanied by a copy of each such proposed amendment the certificate or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objectsreport thereon of nationally recognized independent certified public accountants; (lx) To to furnish to you three conformed copies of each of the Lead UnderwriterRegistration Statements, as initially filed with the Commission, and of all amendments thereto (including all exhibits thereto and documents incorporated by reference therein) and sufficient conformed copies of the foregoing (other than exhibits) for distribution of a copy to each of the other Underwriters; (xi) to furnish to you as early as practicable prior to the time of purchase and the additional time of purchase, as the case may be, but not less later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be furnished pursuant to Section 7(f) hereof; (xii) to apply the net proceeds from the sale of the Shares in the manner set forth under the caption “Use of proceeds” in the Prospectus; (xiii) to furnish to you, before filing with the Commission subsequent to the effective date of the Registration Statements and during the period referred to in paragraph (gvii) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, 14 or 15(d) of the Exchange Act; (xiv) to comply with Rule 433(g) under the Act; (xv) not to (i) sell, offer to sell, contract to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any Common Shares or securities convertible into or exchangeable or exercisable for Common Shares or options, warrants or other rights to purchase Common Shares or any other shares of the Company that are substantially similar to Common Shares, (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 Shares or any securities convertible into or exercisable or exchangeable for Common Shares, whether any such transaction is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii), or (iv) file a registration statement under the Act relating to the offer and sale of any Common Shares or securities convertible into or exchangeable or exercisable for Common Shares or options, warrants or other rights to purchase Common Shares or any other shares of the Company that are substantially similar to Common Shares for a period of sixty (60) days after the date hereof (the “Lock-up Period”) without the prior written consent of UBS Securities LLC, except for (i) the registration of the Shares and the sales to the Underwriters pursuant to this Agreement, (ii) issuances of Common Shares upon the exercise of outstanding options or warrants as disclosed in the Registration Statements, each Prepricing Prospectus and the Prospectus to persons who have entered into Lock-Up Agreements with the Underwriters, (iii) the issuance of employee stock options not exercisable during the Lock-up Period pursuant to stock option plans, if any, described in the Registration Statements, each Prepricing Prospectus and the Prospectus, (iv) issuances of Common Shares to the trustees and officers of the Company and directors and officers of RMR pursuant to the Company’s Incentive Share Award Plan described in the Registration Statements, each Prepricing Prospectus and the Prospectus and to RMR in payment of its incentive fee in accordance with the Company’s advisory agreement with RMR filed as an exhibit to the Registration Statements and (v) issuances of Common Shares as partial or full payment for properties directly or indirectly acquired or to be acquired by the Company or its subsidiaries; provided that, the Company shall have conditioned such issuances of Common Shares upon agreement of the recipients to the restrictions of this paragraph; provided, however, that if (a) during the period that begins on the date that is fifteen (15) calendar days plus three (3) business days before the last day of five years hereafter the Lock-Up Period and ends on the last day of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to file all such documents and reports in the manner and within Company occurs; or (b) prior to the time periods required expiration of the Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this 5(a)(xv) shall continue to apply until the Exchange Act and expiration of the Exchange Act Regulationsdate that is fifteen (15) calendar days plus three (3) business days after the date on which the issuance of the earnings release or the material news or material event occurs; (mxvi) Not to, and to use its best efforts to cause the Shares to be listed on the NYSE; (xvii) to use its officersbest efforts to continue to qualify as a REIT under Sections 856 through 860 of the Code; and (xviii) to maintain a transfer agent and, directors and affiliates if necessary under the jurisdiction of formation of the Company, a registrar for the Common Shares. (b) The Selling Stockholder hereby agrees: (i) to advise the Underwriters promptly of the happening of any event within the time during which a prospectus relating to the Shares is required to be delivered under the Act that is known to the Selling Stockholder, which, to the knowledge of the Selling Stockholder after consultation with counsel, would require the making of any change in the Prospectus then being used, or in the information incorporated by reference, so that the Prospectus would not toinclude an untrue statement of material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they are made, not misleading; and (Aii) takenot to (i) sell, offer to sell, contract to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of, directly or indirectly indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any Common Shares or securities convertible into or exchangeable or exercisable for Common Shares or options, warrants or other rights to purchase Common Shares or any other shares of the Company that are substantially similar to Common Shares, (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 Shares or any securities convertible into or exercisable or exchangeable for Common Shares, whether any such transaction is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii), or (iv) or file a registration statement under the Act relating to the offer and sale of any Common Shares or securities convertible into or exchangeable or exercisable for Common Shares or options, warrants or other rights to purchase Common Shares or any other shares of the Company that are substantially similar to Common Shares during the Lock-up Period without the prior written consent of UBS Securities LLC, except for the registration of the Shares and the sales to the Underwriters pursuant to this Agreement; provided, however, that if (a) during the period that begins on the date that is fifteen (15) calendar days plus three (3) business days before the last day of the Lock-Up Period and ends on the last day of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs; or (b) prior to termination the expiration of the underwriting syndicate contemplated Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this 5(b)(ii) shall continue to apply until the expiration of the date that is fifteen (15) calendar days plus three (3) business days after the date on which the issuance of the earnings release or the material news or material event occurs. (c) The Company and the Selling Stockholder agree jointly and severally to pay all expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statements, the Basic Prospectuses, each Prepricing Prospectus, the Prospectus Supplement, the Prospectus, each Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issue, sale and delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares to the Underwriters, (iii) the word processing and/or printing of this Agreement, any action designed Agreement Among Underwriters and any dealer agreements and the reproduction and/or printing and furnishing of copies of each thereof to stabilize or manipulate the price Underwriters and to dealers (including costs of mailing and shipment), (iv) the qualification of the Shares for offering and sale under state laws and the determination of their eligibility for investment under state law as aforesaid (including the legal fees and filing fees and other disbursements of counsel to the Underwriters) and the printing and furnishing of copies of any security blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) any filing for review of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation public offering of the price Shares by NASD Regulation, Inc. (including the legal fees and filing fees and other disbursements of counsel to the Underwriters with respect thereto), (vi) any security listing of the Company, to facilitate the sale or resale of Shares on any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information securities exchange and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company registration thereof under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actions.Exchange

Certain Covenants. The Company hereby agrees Issuers, jointly and severally, covenant ----------------- and agree with each Underwriterthe Initial Purchasers that: (a) That None of the Company Issuers will amend or supplement the Final Memorandum or any amendment or supplement thereto of which the Initial Purchasers shall not previously have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment or supplement and as to which the Initial Purchasers shall not have given its consent (which consent shall not be unreasonably withheld). The Issuers will promptly, upon the reasonable request of the Initial Purchasers or counsel to the Initial Purchasers, make any amendments or supplements to the Final Memorandum that may be reasonably necessary or advisable in connection with the resale of the Securities by the Initial Purchasers. (b) The Issuers will cooperate with the Lead Underwriter and legal counsel Initial Purchasers in arranging for the Underwriters qualification of the Securities for offering and furnish sale under the securities or "Blue Sky" laws of such information jurisdictions as the Initial Purchasers may designate and will continue such qualifications in effect for as long as may be required necessary to qualify or register complete the Underwritten dis- tribution of the Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead UnderwriterInitial Purchasers; provided, however, -------- ------- that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution connection therewith none of the Underwritten Securities; provided that the Company Issuers shall not be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or to take any other action that would subject it to general service of process or to taxation in respect of doing business in any such jurisdiction where in which it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible;otherwise subject. (c) To prepare If, at any time prior to the Prospectus in a form approved completion of the resale by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) Initial Purchasers of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act Notes or the Private Exchange Act or Notes, any event shall occur as a result of which it is necessary, in the respective applicable rules and regulations opinion of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain Initial Purchasers, to amend or supplement the consent Final Memorandum in order to make such Final Memorandum not misleading in the light of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, circumstances existing at the time it is delivered to a purchaser, or if for any other reason it shall be necessary to amend or supplement the Final Memorandum in order to comply with applicable laws, rules or regulations, the Issuers shall (subject to Section 5(a)) forthwith amend or supplement such Final Memorandum at their own expense so that, as so amended or supplemented, such Final Memorandum will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were madeexisting at the time it is delivered to a purchaser, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare misleading and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law;all applicable laws, rules or regulations. (jd) To file promptly with The Issuers will, without charge, provide to each Initial Purchaser and to counsel to the Commission Initial Purchasers as many copies of each of the Preliminary Memorandum and Final Memorandum or any amendment or supplement to thereto as the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission;Initial Purchasers may reasonably request. (ke) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during During the period of five years hereafter from the Closing Date, the Issuers will furnish to file all the Initial Purchasers (a) as soon as available, a copy of each report and other communication (financial or otherwise) of any Issuer mailed to the Trustee or the holders of the Securities, stockholders or any national securities exchange on which any class of securities of any Issuer may be listed other than materials filed with the Commission and (b) from time to time such documents and reports in other information concerning the manner and within Issuers as the time periods required by the Exchange Act and the Exchange Act Regulations;Initial Purchasers may reasonably request. (mf) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly If this Agreement shall terminate or indirectly prior to termination shall be terminated after execution because of any failure or refusal on the part of the underwriting syndicate contemplated by Issuers to comply with the terms or fulfill any of the conditions of this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or Issuers agree to pay to any person any compensation reimburse the Initial Purchasers for soliciting any order to purchase any other securities;all reasonable out-of-pocket expenses (including fees and expenses of counsel for the Initial Purchasers) incurred by you in connection herewith. (ng) That the Company The Issuers will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities materially as set forth under "Use of Proceeds" in the Final Memorandum. (h) None of the Issuers or any of their respective Affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any "security" (as defined in the Securities Act) which could be integrated with the sale of the Securities in a manner which would require the registration under the Securities Act of the Securities. (i) For so long as the Securities constitute "restricted" securities within the meaning of Rule 144(a)(3) under the Securities Act, the Issuers will not, and will not permit any of the Subsidiaries to, solicit any offer to buy or offer to sell the Securities by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act, except in connection with the exchange offer contemplated by the Registration Rights Agreement. (j) For so long as any of the Securities remain outstanding and are "restricted securities" within the mean- ing of Rule 144(a)(3) under the Securities Act and not able to be sold in their entirety under Rule 144 under the Securities Act (or any successor provision), the Issuers will make available, upon request, to any seller of such Securities the information specified in Rule 144A(d)(4) under the Securities Act, unless the Issuers are then subject to Section 13 or 15(d) of the Exchange Act. (k) The Issuers will use their best efforts to (i) permit the Securities to be included for quotation on the PORTAL Market and (ii) permit the Securities to be eligible for clearance and settlement through The Depository Trust Company ("DTC"). (l) In connection with Securities offered and sold in an offshore transaction (as defined in Regulation S), the Issuers will not register any transfer of such Securities not made in accordance with the provisions of Regulation S and will not, except in accordance with the provisions of Regulation S, if applicable, issue any such Securities in the manner set forth therein and in the Prospectus;form of definitive securities. (om) That The Issuers will use their best efforts to do and perform all things required to be done and performed by them under this Agreement and the Company shall not invest other Offering Documents prior to or otherwise use after the proceeds received by Closing Date and to satisfy all conditions precedent on their part to the Company from its sale obligations of the Underwritten Securities in such a manner as would require Initial Purchasers to purchase and accept delivery of the Company to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actionsSecurities.

Certain Covenants. For purposes of this Section 5, “Closing Date” shall refer to the Closing Date for the Firm Notes and the Additional Closing Date, if any, for the Optional Notes. The Company hereby covenants and agrees with each Underwriterthe Initial Purchaser that: (a) That The Company will not amend or supplement the Preliminary Offering Memorandum or the Offering Memorandum or any amendment or supplement thereto of which the Initial Purchaser shall not previously have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment or supplement and as to which the Initial Purchaser reasonably disapproves after receipt of such copy, other than by filing documents under the Exchange Act required to be filed thereunder that are incorporated by reference therein. The Company shall will promptly, upon the reasonable request of the Initial Purchaser or counsel to the Initial Purchaser, make any amendments or supplements to the Offering Memorandum that may be reasonably necessary or advisable in connection with the resale of the Notes by the Initial Purchaser. (b) The Company will cooperate with the Lead Underwriter and legal counsel Initial Purchaser in arranging for the Underwriters qualification or exemption of the Notes for offering and furnish such information as may be required to qualify or register the Underwritten Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky “Blue Sky” laws of those such jurisdictions designated by as the Lead Underwriter; that the Company shall comply with such laws Initial Purchaser may designate and shall will continue such qualifications, registrations qualifications and exemptions in effect so for as long as required for may be necessary to complete the distribution of the Underwritten SecuritiesNotes by the Initial Purchaser; provided provided, however, that in connection therewith the Company shall not be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or to take any other action that would subject it to general service of process or to taxation in respect of doing business in any such jurisdiction where in which it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible;otherwise subject. (c) To prepare If, at any time prior to the Prospectus in a form approved completion of the resale by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) Initial Purchaser of the Securities Act Regulations by means reasonably calculated to Notes, any event shall occur as a result of which it is necessary, in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number opinion of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain Initial Purchaser, to amend or supplement the consent Offering Memorandum in order to make such Offering Memorandum not misleading in the light of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, circumstances existing at the time it is delivered to a purchaser, or if for any other reason it shall be necessary to amend or supplement the Offering Memorandum in order to comply with applicable laws, rules or regulations, the Company shall (subject to Section 5(a)) forthwith amend or supplement such Offering Memorandum at its own expense so that, as so amended or supplemented, such Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, therein not misleading in the light of the circumstances under which they were mademade and will comply with all applicable laws, not misleadingrules or regulations. (d) The Company will, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating without charge, provide to the Underwritten Securities, Initial Purchaser and to counsel to the Initial Purchaser as many copies of each of the Preliminary Offering Memorandum and Offering Memorandum or (C) if it is necessary at any time to amend amendment or supplement thereto as the Prospectus Initial Purchaser or its counsel may reasonably request. (e) During the Time period of Sale Information to comply with any law andthree years from the Closing Date, during such time, to promptly prepare and the Company will furnish to the Underwriters copies Initial Purchaser (a) as soon as available, a copy of each report and other communication (financial or otherwise) of the proposed amendment Company mailed to the Trustee or supplement before filing the holders of the Notes, stockholders or any such amendment or supplement national securities exchange on which any class of securities of the Company may be listed other than materials filed with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may (b) from time to time time, subject to compliance with applicable securities laws, such other information concerning the Company and the Subsidiaries as the Initial Purchaser may reasonably request of an appropriate amendment or supplement request, but only to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will notextent, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; clauses (ja) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; and (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (gb) above, a copy of any document proposed to be filed with such information is not available on ▇▇▇▇▇ or the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations;Company’s website. (mf) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the The Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities Notes materially as set forth under “Use of Proceeds” in the manner set forth therein Offering Memorandum. (g) The Company will not, and will not permit any of its affiliates to, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Prospectus; (oSecurities Act) That which could be integrated with the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities Notes in such a manner as which would require the registration under the Securities Act of the Notes. (h) For so long as any of the Notes remain outstanding and constitute “restricted” securities within the meaning of Rule 144(a)(3) under the Securities Act, the Company will not, and will not permit any of the Subsidiaries to, solicit any offer to buy or offer to sell the Notes by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. (i) For so long as any of the Notes remain outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and not able to be sold in their entirety under Rule 144 under the Securities Act (or any successor provision), the Company will make available, upon request, to any seller of such Notes the information specified in Rule 144A(d)(4) under the Securities Act, unless it shall not be a condition to qualification for exemption under Rule 144A that the holder and the prospective purchaser have the right to obtain such information. (j) During the period from the Closing Date until two years after the Closing Date, without the prior written consent of the Initial Purchaser, which shall not be unreasonably withheld, the Company will not, and will not permit any of its “affiliates” (as defined in Rule 144 under the Securities Act) to, resell any of the Securities that constitute “restricted securities” under Rule 144 that have been reacquired by any of them. (k) The Company will not take any action prohibited by Regulation M under the Exchange Act, in connection with the distribution of the Securities contemplated hereby. (l) The Company will (i) permit the Notes to be included for quotation on The PORTAL Market and (ii) permit the Notes to be eligible for clearance and settlement through The Depository Trust Company. (m) The Company will use its reasonable best efforts to list the Conversion Shares for quotation on the New York Stock Exchange as promptly as practicable but in no event later than the time that the Registration Statement is declared effective in accordance with the Registration Rights Agreement. (n) The Company will, at all times, reserve and keep available, free of preemptive rights, enough shares of Common Stock for the purpose of enabling the Company to register as an investment company under satisfy its obligations to issue the Investment Company Act; andConversion Shares upon conversion of the Notes in full. (p) To During the extentperiod of 90 days from the date of the Offering Memorandum, if anywithout the prior written consent of the Initial Purchaser, that the Company (i) will not, directly or indirectly, issue, offer, sell, agree to issue, offer or sell, solicit offers to purchase, grant any rating provided call option, warrant or other right to purchase, purchase any put option or other right to sell, pledge, borrow or otherwise dispose of any debt securities issued or guaranteed by the Company and having a maturity of more than one year from the date of issue or any Relevant Security or make any announcement of any of the foregoing, (ii) will not establish or increase any “put equivalent position” or liquidate or decrease any “call equivalent position” (in each case within the meaning of Section 16 of the Exchange Act) with respect to any Relevant Security and (iii) will not otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be settled by delivery of Relevant Securities, other securities, cash or other consideration, other than the Underwritten Securities sale of Notes as contemplated by this Agreement, the applicable rating agency is conditional issuance of the Conversion Shares and the Company’s issuance of Common Stock upon (A) the furnishing conversion or exchange of documents convertible or exchangeable securities outstanding on the date hereof; (B) the exercise of currently outstanding options; and (C) the grant and exercise of options and rights under, or the taking issuance and sale of shares pursuant to, employee stock option, stock purchase and incentive plans in effect on the date hereof, including without limitation, the CTS Corporation 2004 Omnibus Long-Term Incentive Plan, each as described in the Offering Memorandum. The Company will not file a registration statement under the Securities Act in connection with any actions transaction by the Company or any of its affiliatesperson that is prohibited pursuant to the foregoing, except for (x) the Company, shall furnish, or cause ’s filing of registration statements pursuant to be furnished, such documents the Registration Rights Agreement and take, or cause (y) registration statements on Form S-8 relating to be taken, any such other actionsemployee benefit plans. (q) The Company will use its best efforts to satisfy all conditions precedent on its part to the obligations of the Initial Purchaser to purchase and accept delivery of the Notes.

Certain Covenants. (a) The Company hereby agrees with each Underwriteragrees: (ai) That the Company shall cooperate to make all necessary filings in connection with the Lead Underwriter sale of Shares and legal counsel for the Underwriters and to furnish such information as may be required and otherwise to qualify or register cooperate in qualifying the Underwritten Securities Shares for offering and sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those such states or other jurisdictions designated by the Lead Underwriter; that the Company shall comply with as you may designate and to maintain such laws and shall continue such qualifications, registrations and exemptions qualifications in effect so long as required you may request for the distribution of the Underwritten SecuritiesShares; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it consent to general the service of process in or to subject itself to continuing taxation under the laws of any such jurisdiction where it is not presently qualified or where it would be subject (except service of process with respect to taxation as a foreign corporationthe offering and sale of the Shares); and that to promptly advise you of the receipt by the Company shall use its best efforts of any notification with respect to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities Shares for offering, sale or trading in any jurisdiction and will advise or the Lead Underwriter promptly of such suspension or any initiation or threat threatening of any proceeding for any such purpose; (ii) to make available to the Underwriters in New York City, as soon as practicable after the Registration Statement becomes effective, and that in thereafter from time to time to furnish to the event Underwriters, as many copies of the issuance Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any order suspending such qualification, registration amendments or exemptionsupplements thereto after the effective date of the Registration Statement) as the Underwriters may reasonably request for the purposes contemplated by the Act; in case any Underwriter is required to deliver a prospectus after the nine-month period referred to in Section 10(a)(3) of the Act in connection with the sale of the Shares, the Company shall use will prepare, at its best efforts expense, promptly upon request such amendment or amendments to obtain the withdrawal thereof at Registration Statement and the earliest possible momentProspectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Act; (biii) That if, at the time this Agreement is executed and delivered, it is necessary for a the Registration Statement or any post-effective amendment to the Registration Statement thereto to be declared effective before the offering of the Underwritten Securities Shares may commence, the Company will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible; possible and the Company will advise you promptly and, if requested by you, will confirm such advice in writing, (ci) To prepare when the Registration Statement and any such post-effective amendment thereto has become effective, and (ii) if Rule 430A under the Act is used, when the Prospectus in a form approved by the Underwriters and to cause to be transmitted to is filed with the Commission for filing pursuant to Rule 424(b) of under the Securities Act Regulations by means reasonably calculated (which the Company agrees to result file in filing with the Commission pursuant to a timely manner under such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T); (div) The Company will furnish to each Underwriteradvise you promptly, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Actconfirming such advice in writing, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Statement or the Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the Prospectusentry of a stop order, (ii) suspending the effectiveness of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectusand, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by if the Commission of any should enter a stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; andStatement, if the Commission shall enter any such stop order at any time, the Company will to use its best efforts to obtain the lifting or removal of such order at the earliest possible momentas soon as possible; the Company shall, within such period, to advise the Lead Underwriter you promptly of any proposal to prepare, use, authorize, approve or file any amendment amend or supplement to the Registration Statement, any Issuer Free Writing Prospectus Statement or the Prospectus, shall furnish including by filing any documents that would be incorporated therein by reference, and to the Lead Underwriter provide you and Underwriters’ counsel copies of any such documents for review a copy of each proposed amendment or supplement and comment a reasonable amount of time prior to such any proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any no such amendment or supplement or use any such Prospectus to which the Lead Underwriter you shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received object in a timely manner by the Commissionwriting; (hv) To furnish subject to the Lead Underwriter for a period of five years from the date of this Agreement (iSection 5(a)(iv) as soon as availablehereof, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of file promptly all reports and any definitive proxy or information statement required to be filed by the Company with the Commission in order to comply with the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares; to provide you with a copy of such reports and statements and other documents to be filed by the Company pursuant to Section 13, 14 or 15(d) of the Exchange Act during such period a reasonable amount of time prior to any proposed filing (other than any such reports and statements that are filed with the Commission electronically via E▇▇▇▇ or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Companysuccessor system); (ivi) To if necessary or appropriate, to file a registration statement pursuant to Rule 462(b) under the Act; (vii) to advise the Lead Underwriter Underwriters promptly of the happening of any event known to the Company within the time during which a Prospectus prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) Shares is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would which could require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, subject to promptly Section 5(a)(iv) hereof, to prepare and furnish furnish, at the Company’s expense, to the Underwriters promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change; (viii) to make generally available to its security holders, and to you, an earnings statement of the Company (which will satisfy the provisions of Section 11(a) of the Act) covering a period of twelve months beginning after the effective date of the Registration Statement (as defined in Rule 158(c) of the Act) as soon as is reasonably practicable after the termination of such twelve-month period but not later than May 5, 2006; (ix) to furnish to its shareholders as soon as practicable after the end of each fiscal year an annual report (including a consolidated balance sheet and statements of income, shareholders’ equity and cash flow of the Company and the Subsidiaries for such fiscal year, accompanied by a copy of the certificate or report thereon of nationally recognized independent certified public accountants); (x) to furnish to you 3 copies of the proposed amendment Registration Statement, as initially filed with the Commission, and of all amendments thereto (including all exhibits thereto and documents incorporated by reference therein) and sufficient copies of the foregoing (other than exhibits) for distribution of a copy to each of the other Underwriters; (xi) to furnish to you promptly and, upon request, to each of the other Underwriters for a period of three years from the date of this Agreement (i) copies of any reports or supplement before filing any such amendment other communications which the Company shall send to its stockholders or supplement shall from time to time publish or publicly disseminate, (ii) copies of all annual, quarterly and current reports filed with the Commission on Forms 10-K, 10-KSB, 10-Q, 10-QSB and thereafter promptly 8-K, or such other similar forms as may be designated by the Commission, (iii) copies of documents or reports filed with any national securities exchange on which any class of securities of the Company is listed, and (iv) such other information as you may reasonably request regarding the Company or the Subsidiaries, except, in each case, such documents, reports or filings that are publicly available without charge from the SEC’s website via E▇▇▇▇ or any successor system; (xii) to furnish at to you as early as practicable prior to the time of purchase and any additional time of purchase, as the case may be, but not later than two business days prior thereto, a copy of the latest available unaudited interim and monthly consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company's own expense ’s independent registered public accounting firm, as stated in their letter to be furnished pursuant to Section 7(e) hereof; (xiii) upon your written request, the Company shall (i) furnish to UBS a certification, as contemplated by and in compliance with Treasury regulations Section 1.897-2(h), that as of any Closing Date (or such other date as may be specified in such request), the Shares are not United States real property interests as defined in Section 897(c)(1) of the Code, (ii) file such certification with the Internal Revenue Services in the manner and within the time period specified in Treasury regulations Section 1.897-2(h) and (iii) promptly after such filing, furnish proof of such filing to UBS; (xiv) to apply the net proceeds to the Company from the sale of the Shares sold by the Company in the manner set forth under the caption “Use of proceeds” in the Prospectus; (xv) not to issue, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for Common Stock or warrants or other rights to purchase Common Stock or any other securities of the Company that are substantially similar to Common Stock, or file or cause to be declared effective a registration statement under the Act relating to the offer and sale of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or other rights to purchase Common Stock or any other securities of the Company that are substantially similar to Common Stock for a period of 90 days after the date hereof (the “Lock-Up Period”), without the prior written consent of UBS, except for (i) the registration of the Shares and the sales to the Underwriters pursuant to this Agreement, (ii) issuances of Common Stock upon the exercise of options or warrants disclosed as outstanding in the Registration Statement and the Prospectus, including, as applicable, the issuance of such number of shares of Common Stock upon the exercise of options as is necessary for a Selling Stockholder to acquire the number of shares of Common Stock, as set forth opposite the name of such Selling Stockholder in Schedule A hereto, to be sold by such Selling Stockholder to the Underwriters in the Offering, (iii) the issuance of employee or director stock options not exercisable during the Lock-Up Period pursuant to stock option plans described in the Registration Statement and the Prospectus, (iv) the issuance of shares of Common Stock upon conversion of outstanding Notes, (v) the issuance of restricted stock awards to employees of the Company and its subsidiaries and directors, provided that such awards subject to the Lock-Up Period are issued in accordance with the terms of the Company’s 1999 Stock Plan and are approved by the Company’s compensation committee, (vi) the issuance of shares of Common Stock in accordance with the terms of the Company’s 2004 Employee Stock Purchase Plan, provided that such shares are subject to the Lock-Up Period and (vii) the filing of prospectus supplements and the filing and declaration of effectiveness of post-effective amendments to the resale registration statements relating to the Notes; provided, however, if (1) during the period that begins on the date that is 15 calendar days plus 3 business days before the last day of the 90-day restricted period and ends on the last day of the 90-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 90-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 90 -day period, the restrictions imposed by this section shall continue to apply until the expiration of the date that is 15 calendar days plus 3 business days after the date on which the issuance of the earnings release or the material news or material event occurs; provided, however, that this paragraph will not apply if (i) the safe harbor provided by Rule 139 under the Act is available in the manner contemplated by Rule 2711(f)(4) of the NASD; and (ii) within the 3 business days preceding the 15th calendar day before the last day of the Lock-Up Period, the Company delivers (in accordance with Section 12) to UBS a certificate, signed by the Chief Financial Officer or Chief Executive Officer of the Company, certifying on behalf of the Company that the Company’s shares of Common Stock are “actively traded securities,” within the meaning of Rule 2711(f)(4) of the NASD. (xvi) so long as the Company is publicly held, to use its reasonable best efforts to cause the Common Stock to be listed for quotation on the NASDAQ National Market or the New York Stock Exchange or a comparable automated quotation system or national securities exchange; (xvii) to maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar for the Common Stock; (xviii) to, at all times prior to the completion of the offering and sale of the Shares allow, or take such actions as are necessary to facilitate, the Underwriters and their representatives to conduct all due diligence on the Company and the Shares which the Underwriters may reasonably require; and (xix) to fulfill, or cause to be fulfilled, all legal requirements to permit the offering, creation, issuance, sale and distribution of the Shares. (b) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, the Company will pay or cause to be paid all costs, expenses, fees and taxes (other than any fees and disbursements of counsel for the Underwriters, except as set forth under Section 6 hereof or (iii) or (iv) below) in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuance, sale and delivery of the Shares by the Company and the Selling Stockholders, including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any agreement among Underwriters, any dealer agreements, any Custody Agreement, any powers of attorney and any closing documents (including any compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment), (iv) the qualification of the Shares for offering and sale under state and foreign laws and the determination of their eligibility for investment under state and foreign laws as aforesaid (including the reasonable legal fees and filing fees and other disbursements of counsel to the Underwriters incurred in connection therewith) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, copies in such quantities (v) any listing of the Shares on any securities exchange or qualification of the Shares for quotation on the NASDAQ National Market and at such locations as any registration thereof under the Lead Underwriter may from time to time reasonably request Exchange Act, (vi) the filing for review of an appropriate amendment or supplement the public offering of the Shares by the NASD, including the reasonable legal fees and filing fees and other disbursements of counsel to the Prospectus or Underwriters incurred in connection therewith, (vii) the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case fees and disbursements of any Issuer Free Writing Prospectustransfer agent or registrar for the Shares, conflict with (viii) the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; (j) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment costs and expenses of the Company relating to presentations or meetings undertaken in connection with the Lead Underwritermarketing of the offering and sale of the Shares to prospective investors and the Underwriters’ sales forces, be required including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, officers of the Company shall furnish to the Lead Underwriter for review a copy of each and any such proposed amendment or supplementconsultants, and the Company shall not file cost of any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing aircraft chartered in connection with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not toroad show, and to use its best efforts to cause its officers, directors and affiliates not to, (Aix) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security performance of the Company, or which may cause or result in, or which might in ’s and the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (Selling Stockholders’ other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actionsobligations hereunder.

Certain Covenants. The Company hereby agrees with each Underwriteragrees: (a) That the Company shall cooperate with the Lead Underwriter and legal counsel for the Underwriters and to furnish such information as may be required and otherwise to qualify or register cooperate in qualifying the Underwritten Securities Shares for offering and sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws states as you may designate and shall continue to maintain such qualifications, registrations and exemptions qualifications in effect so long as required for the distribution of the Underwritten SecuritiesShares; provided provided, however, that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it consent to general the service of process in under the laws of any such jurisdiction where it is not presently qualified or where it would be subject state (except service of process with respect to taxation as a foreign corporationthe offering and sale of the Shares); and that to promptly advise you of the Company shall use its best efforts receipt of any notification with respect to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities Shares for offering, sale or trading in any jurisdiction and will advise or the Lead Underwriter promptly of such suspension or any initiation or threat threatening of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That ifto make available to the Underwriters in New York City, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to as soon as practicable after the Registration Statement becomes effective, and thereafter from time to be declared effective before time to furnish to the offering Underwriters, as many copies of the Underwritten Securities may commence, Prospectus (or of the Prospectus as amended or supplemented if the Company will endeavor to cause such post-effective amendment to become effective as soon as possible; (c) To prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and shall have made any amendments or supplements thereto furnished to after the effective date of the Registration Statement) as the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or Act; in case any Underwriter is required to deliver a prospectus beyond the Exchange Act or the respective applicable rules and regulations nine-month period referred to in Section 10(a)(3) of the Commission thereunder; (e) To furnish a copy Act in connection with the sale of each proposed Free Writing Prospectus the Shares, the Company will prepare promptly upon request and at its cost such amendment or amendments to the Lead Underwriter Registration Statement and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior such prospectuses as may be necessary to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply permit compliance with the requirements of Section 3 hereof and Rules 164 and 433 10(a)(3) of the Securities Act; (i) to advise you promptly and (if requested by you) to confirm such advice in writing, (i) when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective and (ii) if Rule 430A under the Act Regulations applicable to any Issuer Free Writing Prospectusis used, including timely filing pursuant to Rule 433(d) with when the Commission (by means reasonably calculated to result in filing Prospectus is filed with the Commission pursuant to Rule 424(b) under the Act (which the Company agrees to file in a timely manner under such RuleRules), legending and record keeping, as applicable; (gii) Thatto advise you promptly, for a period and to confirm such advice in writing, of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Statement or Prospectus or the Prospectusfor additional information with respect thereto, (ii) or of the time and date notice of any filing institution of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus proceedings for, or the Prospectus, (iii) entry of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any a stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; (j) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actions.of

Certain Covenants. (a) The Company hereby agrees with each Underwriteragrees: (ai) That the Company shall cooperate with the Lead Underwriter and legal counsel for the Underwriters and to furnish such information as may be required and otherwise to qualify or register cooperate in qualifying the Underwritten Securities Shares for offering and sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws states as you may designate and shall continue to maintain such qualifications, registrations and exemptions qualifications in effect so long as required for the distribution of the Underwritten SecuritiesShares; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it consent to general the service of process in under the laws of any such jurisdiction where it is not presently qualified or where it would be subject state (except service of process with respect to taxation as a foreign corporationthe offering and sale of the Shares); and that to promptly advise you of the receipt by the Company shall use its best efforts of any notification with respect to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities Shares for offering, sale or trading in any jurisdiction and will advise or the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that ; (ii) to make available to the Underwriters in the event New York City as many copies of the issuance Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any order suspending such qualificationamendments or supplements thereto) as the Underwriters may reasonably request for the purposes contemplated by the Act; in case any Underwriter is required to deliver (whether physically or through compliance with Rule 172 under the Act or any similar rule), registration or exemptionin connection with the sale of the Shares, a prospectus beyond the nine-month period referred to in Section 10(a)(3) of the Act in connection with the sale of the Shares, the Company shall use will prepare promptly upon request, but at its best efforts expense, such amendment or amendments to the Registration Statement and such prospectuses as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Act; (iii) to advise you promptly, confirming such advice in writing, of any request by the Commission for amendments or supplements to the Registration Statement, any Prepricing Prospectus, the Prospectus or any Permitted Free Writing Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the entry of a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to make every reasonable effort to obtain the withdrawal thereof at lifting or removal of such order as soon as possible; to advise you promptly of any proposal to amend or supplement the earliest possible momentRegistration Statement, any Prepricing Prospectus or the Prospectus, including by filing any documents that would be incorporated therein by reference and to file no such amendment or supplement to which you shall object in writing; (biv) That to file promptly all reports and any definitive proxy or information statement required to be filed by the Company with the Commission in order to comply with the Exchange Act subsequent to the date of the Prospectus and for so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of the Shares, and to promptly notify you of such filing; (v) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment to the Registration Statement thereto to be declared effective before the offering of the Underwritten Securities Shares may commence, the Company will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possiblepossible and will advise you promptly and, if requested by you, will confirm such advice in writing, when the registration statement or such post-effective amendment has become effective; (cvi) To prepare the Prospectus in a form approved by the Underwriters and to cause furnish to be transmitted you and, upon request, to the Commission for filing pursuant to Rule 424(b) each of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the other Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five three years from the date of this Agreement (i) as soon as availablecopies of any reports or other communications which the Company shall send to its shareholders or shall from time to time publish or publicly disseminate, (ii) copies of all annual, quarterly and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other communications supplied to holders of Underwritten Securitiessimilar form as may be designated by the Commission, (iiiii) as soon as practicable after the filing thereofupon request, copies of all documents or reports filed by with any national securities exchange on which any class of securities of the Company with the Commission or any securities exchange is listed, and (iiiiv) such other information as the Lead Underwriter you may reasonably request regarding the CompanyCompany or the Subsidiaries, in each case as soon as such communications, documents or information becomes available; provided, however, that in no case shall the Company be required to furnish materials pursuant to this paragraph which are filed and publicly accessible via ▇▇▇▇▇ or any successor database; (ivii) To to advise the Lead Underwriter Underwriters promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) Shares is required under the Securities Act Regulations) is required to be delivered under (whether physically or through compliance with Rule 172 or any similar rule) in connection with any sale of the Securities Act Regulations Shares, which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the UnderwritersCompany, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used used, or in the information incorporated therein by reference, so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish furnish, at the Company’s expense, to the Underwriters copies promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change and to furnish you a copy of the such proposed amendment or supplement before filing any such amendment or supplement with the Commission Commission; (viii) to make generally available to its security holders, and thereafter promptly to deliver to you, as soon as reasonably practicable, but not later than 16 months after the date of this Agreement, an earning statement of the Company satisfying the provisions of the last paragraph of Section 11(a) of the Act and Rule 158(c) thereunder; (ix) to furnish at or make available to its shareholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, shareholders’ equity and of cash flow of the Company's own expense to the Underwriters and to dealers) for such fiscal year, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light accompanied by a copy of the circumstances when it certificate or report thereon of nationally recognized independent registered public accountants; (or in lieu thereof the notice referred x) to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case furnish to you three conformed copies of any Issuer Free Writing Prospectus, conflict with the information contained in each of the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply initially filed with the lawCommission, and of all amendments thereto (including all exhibits thereto and documents incorporated by reference therein) and sufficient conformed copies of the foregoing (other than exhibits) for distribution of a copy to each of the other Underwriters; (jxi) To file promptly with the Commission any amendment or supplement to furnish to you as early as practicable prior to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment time of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, purchase and the Company shall additional time of purchase, as the case may be, but not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent registered public accountants, as stated in their letter to be furnished pursuant to Section 6(d) hereof; (xii) to apply the net proceeds from the sale of the Shares, in all material respects, in the manner set forth under the caption “Use of proceeds” in the Prospectus; (xiii) to furnish to you, before filing with the Commission subsequent to the effective date of the Registration Statement and during the period referred to in paragraph (gvii) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, 14 or 15(d) of the Exchange Act; (xiv) to pay all expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, the Basic Prospectus, any Prepricing Prospectus, the Prospectus Supplement, the Prospectus, any Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issue, sale and delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares to the Underwriters, (iii) the word processing and/or printing of this Agreement, any Agreement Among Underwriters and any dealer agreements and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment), (iv) the qualification of the Shares for offering and sale under state laws and the determination of their eligibility for investment under state law as aforesaid (including the legal fees and filing fees and other disbursements of counsel to the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) any filing for review of the public offering of the Shares by FINRA (including the legal fees and filing fees and other disbursements of counsel to the Underwriters with respect thereto), (vi) any listing of the Shares on any securities exchange and any registration thereof under the Exchange Act, (vii) the fees and disbursements of any transfer agent or registrar for the Shares, (viii) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, and (ix) the performance of the Company’s other obligations hereunder; (xv) to comply with Rule 433(g) under the Act; (xvi) not to (i) sell, offer to sell, contract to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any Common Shares or securities convertible into or exchangeable or exercisable for Common Shares or options, warrants or other rights to purchase Common Shares or any other shares of the Company that are substantially similar to Common Shares, (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 Shares or any securities convertible into or exercisable or exchangeable for Common Shares, whether any such transaction is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii), or (iv) file a registration statement under the Act relating to the offer and sale of any Common Shares or securities convertible into or exchangeable or exercisable for Common Shares or options, warrants or other rights to purchase Common Shares or any other shares of the Company that are substantially similar to Common Shares for a period of sixty (60) days after the date hereof (the “Lock-up Period”) without the prior written consent of ▇▇▇▇▇▇▇▇▇ LLC, except for (i) the registration of the Shares and the sales to the Underwriters pursuant to this Agreement, (ii) issuances of Common Shares upon the exercise of outstanding options or warrants as disclosed in the Registration Statement, each Prepricing Prospectus and the Prospectus, (iii) the issuance of employee stock options not exercisable during the Lock-up Period pursuant to stock option plans, if any, described in the Registration Statement, each Prepricing Prospectus and the Prospectus, (iv) issuances of Common Shares to the trustees and officers of the Company and directors, officers and employees of RMR pursuant to the Company’s Equity Compensation Plan described in the Registration Statement, each Prepricing Prospectus and the Prospectus and to RMR in payment of its incentive fee in accordance with the Company’s business management agreement with RMR filed as an exhibit to the Registration Statement and (v) issuances of Common Shares as partial or full payment for properties directly or indirectly acquired or to be acquired by the Company or its subsidiaries; provided that, the Company shall have conditioned such issuances of Common Shares upon agreement of the recipients to the restrictions of this paragraph; provided, however, that if (a) during the period that begins on the date that is fifteen (15) calendar days plus three (3) business days before the last day of five years hereafter the Lock-Up Period and ends on the last day of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to file all such documents and reports in the manner and within Company occurs; or (b) prior to the time periods required expiration of the Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this 5(a)(xvi) shall continue to apply until the Exchange Act and expiration of the Exchange Act Regulationsdate that is fifteen (15) calendar days plus three (3) business days after the date on which the issuance of the earnings release or the material news or material event occurs; (mxvii) Not to, and to use its best efforts to cause the Shares to be listed on the NYSE; (xviii) to use its officers, directors and affiliates not to, (A) take, directly or indirectly prior best efforts to termination continue to qualify as a REIT under Sections 856 through 860 of the underwriting syndicate contemplated by this AgreementCode; (xix) to maintain a transfer agent and, any action designed to stabilize or manipulate if necessary under the price jurisdiction of any security formation of the Company, or which may cause or result in, or which might in a registrar for the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securitiesCommon Shares; (nxx) That prior to the time of purchase, to issue no press release or other communication directly or indirectly and hold no press conferences with respect to the Company will comply with all or any Subsidiary, the financial condition, results of operations, business, properties, assets, or liabilities of the provisions of Company or any undertakings in Subsidiary, or the Registration Statement and apply the net proceeds from the sale offering of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company ActShares, without your prior consent; and (pxxi) To not, at any time at or after the extentexecution of this Agreement, if anyto, directly or indirectly, offer or sell any Shares by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Prospectus. (b) Each Underwriter represents, severally and not jointly, that it has not and will not use any rating provided “free writing prospectus,” as defined in Rule 405 under the Securities Act, required to be filed with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions Commission by the Company or any of its affiliatesUnderwriter pursuant to Rule 433 under the Act, other than any free writing prospectus listed on Schedule B hereto or otherwise consented to by the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actions.

Certain Covenants. The Company and the Operating Partnership hereby agrees agree with each Underwriter: (a) That that the Company shall cooperate with the Lead Underwriter Representative and legal counsel for the Underwriters and furnish such information as may be required to qualify or register the Underwritten Securities Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial Securities laws or other foreign laws of those jurisdictions designated by the Lead Underwriter; that the Company Representative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Underwritten SecuritiesShares; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities Shares for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter Representative promptly of such suspension or any initiation or threat of any proceeding for any such purpose; and that, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That that if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities Shares may commence, the Company will endeavor use its best efforts to cause such post-effective amendment to become effective as soon as possible; (c) To to prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to file such Prospectus (or a term sheet as permitted by Rule 434) with the Commission for filing pursuant to Rule 424(b) of under the Securities Act Regulations not later than 10:00 a.m. (New York City time), on the second day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree and to furnish promptly and with respect to the initial delivery of such Prospectus, not later than 10:00 a.m. (New York City time) on the second day following the execution and delivery of this Agreement, or on such other day as the parties may mutually agree, to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by means reasonably calculated to result in filing with the Commission pursuant to such Rule; Securities Act Regulations, which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR▇▇▇▇▇, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriteradvise the Representative promptly and (if requested by the Representative) to confirm such advice in writing, from time to time during the period when a prospectus relating any post-effective amendment to the Underwritten Securities is required to be delivered Registration Statement becomes effective under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunderRegulations; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring tothat, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by itAgreement, the Company shall promptly advise the Lead Underwriter Representative in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the ProspectusCommission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus preliminary prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus preliminary prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from listing the Common Stock from the New York Stock Exchange, or of the threatening or initiation of any proceedings for any of such purposes; and that the Company shall use its best efforts to prevent the issuance of any such order or suspension, removal or termination from listing, and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, shall advise the Lead Underwriter Representative promptly of any proposal to prepare, use, authorize, approve amend or supplement the Registration Statement or Prospectus and to file any no such amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter Representative shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) ), 430A and 434, as applicable, under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (hf) To furnish to the Lead Underwriter for a period of five two years from the date of this Agreement (i) to furnish to the Representative and, upon request, to each of the other Underwriters as soon as available, copies of all annual, quarterly and current annual reports or other communications supplied mailed to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the CompanyCommon Stock; (ig) To to advise the Lead Underwriter Underwriters promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) Shares is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter Representative or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter Representative may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale InformationProspectus, as amended or supplemented, will comply with the law; (jh) To to file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the Lead UnderwriterRepresentative, be required by the Securities Act or requested by the Commission; (ki) Thatthat, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Statement or supplement or amendment to the Prospectus or any Prospectus pursuant to Rule 424 under the ProspectusSecurities Act, the Company shall furnish to the Lead Underwriter Representative and counsel for the Underwriters for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter Representative reasonably objectsobject; (lj) To to furnish promptly to each Representative a signed copy of the Registration Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representative may reasonably request; (k) to furnish to the Lead Underwritereach Representative, not less than two business days before promptly upon filing with the Commission subsequent to the effective date of the Prospectus and during the period referred that a prospectus relating to the Shares is required to be delivered under the Act in paragraph (g) aboveconnection with sales by any Underwriter, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the such period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and Act, the Exchange Act RegulationsRegulations and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; (l) to apply the net proceeds from the sale of the Shares in the manner described under the caption "Use of Proceeds" in the Prospectus; (m) Not to make generally available to its security holders and to deliver to the Representative as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act Regulations,) covering a period of 12 months beginning after the effective date of the Registration Statement; (n) to use its best efforts to maintain the listing of the Shares on, and comply at all times with the published rules and regulations of, the New York Stock Exchange and to file with the New York Stock Exchange all documents and notices required by the New York Stock Exchange of companies that have securities for which quotations are reported by the New York Stock Exchange; (o) to engage and maintain, at its expense, a registrar and transfer agent for the Shares; (p) to refrain during a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, establishing an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise disposing of or transferring, (or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of), any shares of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock, or filing any registration statement under the Securities Act with respect to any of the foregoing, or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the shares of Common Stock, whether any such swap or 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; provided, however, that the Company may issue its Common Stock or options to purchase and other awards respecting its Common Stock, or Common Stock upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, and may file a registration statement under the Securities Act with respect thereto, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180 day period without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative). Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day restricted period, the Company issued 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; and may file and amend its shelf registration statement for the resale of its outstanding Common Stock as provided for by the Registration Rights Agreement dated April 7, 2004; (q) not to, and to use its best efforts to cause its officers, directors directors, partners and affiliates affiliates, as applicable, not to, (Ai) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten SecuritiesShares, (Bii) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities Shares or (Ciii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securitiessecurities of the Company; (nr) That (i) to cause each officer, director and 10% or more shareholder of the Company to furnish to the Representative, prior to the First Closing Date, a letter agreement substantially in the form of Exhibit B hereto, pursuant to which each such person shall agree not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any Common Stock or securities convertible into or exchangeable for Common Stock or (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, in each case for a period of 180 days from the date of the Prospectus with respect to officers and directors of the Company and for a period of 90 days with respect to any 10% or more shareholder of the Company, without the prior written consent of the Representative on behalf of the Underwriters; to enforce all existing agreements between the Company and any of its security holders that prohibit the sale, transfer, assignment, pledge or hypothecation of any of the Company's securities in connection with the Company's April 2004 private placement; to direct the transfer agent to place stop transfer restrictions upon any such securities of the Company that are bound by such existing "lock-up" agreements for the duration of the periods contemplated in such agreements. Notwithstanding the foregoing, if (1) during the last 17 days of the 180-day or 90-day, as applicable, 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 or 90-day, as applicable, 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, or 90-day, as applicable 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; (s) that during the time which a Prospectus relating to the Shares is required to be delivered under the Securities Act Regulations, the Company shall file, on a timely basis, with the Commission and the New York Stock Exchange all reports and documents in the manner required by the Exchange Act, the Exchange Act Regulations and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; additionally, the Company shall report the use of proceeds from the issuance of the Shares as may be required under Rule 463 under the Securities Act; (t) that the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the ProspectusStatement; (ou) That that the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actions.shall

Certain Covenants. The Company hereby covenants and agrees with each Underwriteras follows: (a) That On the Company shall cooperate with the Lead Underwriter and legal counsel for the Underwriters and furnish such information as may be required to qualify or register the Underwritten Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Underwritten Securities; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemptionClosing Date, the Company shall use will permit the Placement Agents to rely on any representations and warranties made by the Company to the Investors and will cause its best efforts counsel to obtain permit the withdrawal thereof at Placement Agents to rely upon any opinion furnished to the earliest possible moment;Investors. (b) That if, at The Company will comply with all of its obligations and covenants set forth in its agreements with the time this Agreement is executed and delivered, it is necessary for a post-effective amendment Investors. The Company will promptly deliver to the Registration Statement Placement Agents and its counsel copies of any and all filings with the SEC and each amendment or supplement thereto, as well as all prospectuses and free writing prospectuses, prior to be declared effective before the closing of the offering and six months thereafter (if they are not filed on E▇▇▇▇). The Placement Agents are authorized on behalf of the Underwritten Company to use and distribute copies of any documents provided to the Placement Agents or Investors in connection with the offering, including Company SEC Documents in connection with the sale of the Securities may commenceas, and to the Company will endeavor to cause such post-effective amendment to become effective as soon as possible;extent, permitted by federal and applicable state securities laws. (c) To prepare Neither the Prospectus Company nor any of its affiliates has distributed, and none of them will distribute, any prospectus or other offering material in a form approved by connection with the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) sale of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and other than any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent materials permitted by Regulation S-T;the Securities Act to be distributed by the Company. (d) The Company will furnish to each Underwriter, apply the net proceeds from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies sale of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for Public Shares substantially in the purposes contemplated by manner set forth in the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder;Prospectus. (e) To furnish a copy of each proposed Free Writing Prospectus The Company will make available to the Lead Underwriter Placement Agents on a confidential basis all information concerning the business, assets, operations and counsel for the Underwriters and obtain the consent financial condition of the Lead Underwriter Company, which the Placement Agents reasonably request in connection with the performance of its obligations hereunder and the due diligence investigation deemed appropriate by the Placement Agents. The Company shall make members of management and other employees available to the Placement Agents for purposes of satisfying such parties’ due diligence requirements, and shall commit such time and other resources as are necessary or appropriate to secure reasonable and timely success of a transaction. The Company shall inform the Placement Agents of any material events or developments concerning prospective material events that may come to the attention of the Company at any point prior to referring tothe Closing Date. The Placement Agents will be relying, using or filing with without independent verification, on the Commission any Free Writing Prospectus pursuant accuracy and completeness of all financial and other information that is and will be furnished to Rule 433(d) under it by the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information;Company. (f) To comply with On the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by itClosing Date, the Company shall promptly advise deliver to the Lead Underwriter in writing (i) Placement Agents a certificate duly executed by an officer of the receipt of any comments ofCompany, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) stating on behalf of the time Company that the representations and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) warranties contained in this Agreement are true and correct in all material respects as of the time Closing Date as if they had been made on and as of said date and that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, has performed and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply complied with the provisions of Rules 424(b) under the Securities Act all obligations and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is conditions herein required to be delivered under performed or complied with by it on or prior to the Securities Act Regulations whichClosing and that the Company SEC Documents, in the judgment as of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the UnderwritersClosing Date, (A) would require the making of contain all material statements that are required to be made therein, do not include any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, include an untrue statement of a material fact or omit to state a any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, therein not misleading. On the Closing Date, the Company will also deliver to the Placement Agents any additional documents or instruments reasonably requested by the Placement Agents. (Bg) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict If in connection with the information contained in offering, the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus Placement Agents determine that they or the Time of Sale Information Company would be required to comply make a filing with any law andFINRA, during such time, to promptly prepare and furnish to the Underwriters copies of Company will do the proposed amendment or supplement before filing any such amendment or supplement following: (i) The Company will cooperate with the Commission and thereafter promptly furnish at the Company's own expense Placement Agents with respect to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so all FINRA filings that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; (j) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, Placement Agents may be required by to make and provide all information and documentation necessary to make the Securities Act or requested by the Commission;filings in a timely manner. (kii) That, prior The Company will pay all expenses related to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, all FINRA filings that the Company shall furnish or Placement Agents may be required to make, including, but not limited to, all printing costs related to all documents required or that the Lead Underwriter for review Placement Agents may reasonably deem necessary, to comply with FINRA rules; any FINRA filing fees; postage and express charges; and all other expenses incurred in making the FINRA filings. (iii) The Company agrees and understands that this Agreement in no way constitute a copy of each such proposed amendment or supplement, and guarantee that the offering will be successful. Management acknowledges that the Company shall not file any such proposed amendment or supplement to which is ultimately responsible for the Lead Underwriter reasonably objects;successful completion of a transaction. (lh) To furnish to The Company will not, for a period beginning on the Lead UnderwriterClosing Date and ending six months following the final Closing Date, not less than two business days before filing with the Commission during the period referred to in paragraph (g) aboveoffer for sale or sell any securities, a copy of any document proposed to be filed with the Commission pursuant to Section 13unless, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security opinion of the Company’s counsel, concurred in by the Placement Agents’ counsel, such offer or which may cause or result in, or which might in sale does not jeopardize the future reasonably be expected to cause or result in, the stabilization or manipulation availability of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds exemptions from the sale of the Underwritten Securities in the manner set forth therein registration and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company qualification requirements under the Investment Company Act; and (p) To the extent, if any, that any rating provided applicable securities laws with respect to the Underwritten Securities regulation D Securities. The foregoing shall not apply to securities issued in connection with any acquisition, including by way of merger, or purchase of stock or all or substantially all of the applicable rating agency is conditional upon the furnishing assets of documents any third party or the taking issuance of any actions by the Company or any securities upon exercise of its affiliates, the Company, shall furnish, or cause to be furnished, such documents outstanding options and take, or cause to be taken, any such other actionswarrants.

Certain Covenants. The Company hereby agrees and the Operating Partnership hereby, jointly and severally, agree with each Underwriter: (a) That the Company shall cooperate with the Lead Underwriter and legal counsel for the Underwriters and to furnish such information as may be required and otherwise to qualify or register cooperate in qualifying the Underwritten Securities Shares for offering and sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those such jurisdictions designated (both domestic and foreign) as the Representatives may designate and to maintain such qualifications in effect as long as requested by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required Representatives for the distribution of the Underwritten SecuritiesShares; provided that provided, that, neither the Company nor the Operating Partnership shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification corporation or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible momentpartnership; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities Shares may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possiblepossible and to advise the Representatives promptly and, if requested by the Representatives, to confirm such advice in writing, when such post-effective amendment has become effective; references herein to the Registration Statement shall include such post-effective amendment; (c) To to authorize, execute, and deliver the Articles Supplementary, and file the Articles Supplementary, duly authorized and executed by the Company, with the Maryland State Department of Assessments and Taxation and accepted thereby before the Closing Time; (d) to prepare the a Prospectus in a form reasonably approved by the Underwriters and to cause to be transmitted to file such Prospectus with the Commission for filing pursuant to in the manner and within the time period required by Rule 424(b) of under the Securities Act Regulations (without reliance on Rule 424(b)(8)) and to furnish promptly to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by means reasonably calculated to result in filing with the Commission pursuant to such Rule; Securities Act Regulations, which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version created to be transmitted to the Commission for filing via EDGAR▇▇▇▇▇, except to the extent permitted by Regulation S-T; (de) The Company will furnish subject to each Underwriterits other covenants in this Section 4, from time to time during comply with Rule 430B until the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies distribution of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated Shares by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus Underwriters is complete; to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments ofRepresentatives promptly and, or requests for additional or supplemental information from, the Commission or any request if requested by the Commission for amendments or supplements Representatives, to the Registration Statementconfirm such advice in writing, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of when any post-effective amendment to the Registration Statement or new registration statement relating to the Shares becomes effective under the Securities Act or any amendment or supplement to any Issuer Free Writing the Prospectus or any amended Prospectus is filed; (f) to advise the ProspectusRepresentatives immediately, and, if requested by the Representatives, confirming such advice in writing, of (iiii) the receipt of any comments from, or any request by, the time and date that any post-effective amendment Commission for amendments or supplements to the Registration Statement becomes effective and or Prospectus or for additional information with respect thereto, or (ivii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus preliminary prospectus or the Prospectus; , or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes or of any examination pursuant to Section 8(e) of the Securities Act concerning the Registration Statement, or if the Company becomes the subject of a proceeding under Section 8A of the Securities Act in connection with the offering of the Shares, and, if the Commission shall enter or any other government agency or authority should issue any such stop order at any timeorder, the Company will use its best efforts to make every reasonable effort to obtain the lifting or removal of such order at the earliest possible momentas soon as possible; the Company shall, within such period, and to advise the Lead Underwriter Representatives promptly of any proposal to prepare, use, authorize, approve amend or supplement the Registration Statement or Prospectus and to file any no such amendment or supplement to which the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, Representatives shall reasonably object in writing; (g) to furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter Underwriters for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securitiesshares of Common Stock not otherwise publicly available, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission Commission, FINRA or any securities exchange not otherwise publicly available and (iii) such other information not otherwise publicly available as the Lead Underwriter Underwriters may reasonably request regarding the Company, the Operating Partnership and the Subsidiaries to the extent related to the offering of the Shares contemplated hereby; (ih) To to advise the Lead Underwriter Underwriters promptly of the happening of any event known to the Company or the Operating Partnership within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) Shares is required to be delivered under the Securities Act or the Securities Act Regulations whichthat, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter Representatives or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law the Securities Act and the Securities Act Regulations and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's ’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter Representatives may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in so that the case Prospectus will comply with the Securities Act and the Securities Act Regulations; if at any time following issuance of any an Issuer Free Writing Prospectus, Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, Statement (or so that any other registration statement relating to the Prospectus Shares) or the Time General Disclosure Package or any preliminary prospectus or included or would include an untrue statement of Sale Informationa material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, as amended in the light of the circumstances prevailing at that subsequent time, not misleading, to promptly notify the Representatives and promptly amend or supplementedsupplement, will comply with the lawat its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission; (ji) To to file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the Lead UnderwriterRepresentatives, be required by the Securities Act or requested by the Commission; (kj) That, prior to filing with the Commission any amendment to the Registration Statement or supplement to the Registration Statement, any Issuer Free Writing Prospectus or any Prospectus pursuant to Rule 424 under the ProspectusSecurities Act, the Company shall to furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, thereof to the Representatives and counsel for the Company shall Underwriters and not to file any such proposed amendment or supplement to which the Lead Underwriter Representatives reasonably objectsobject; to give the Representatives notice of its intention to make any filing pursuant to the Exchange Act or the Exchange Act Regulations from the Applicable Time to the Closing Time and to furnish the Representatives and counsel for the Underwriters with copies of any such documents a reasonable amount of time prior to such proposed filing and not to file or use any such document to which the Representatives or counsel for the Underwriters shall reasonably object; (k) to furnish promptly to the Representatives a signed copy of the Registration Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representatives may reasonably request; (l) To to furnish to the Lead UnderwriterRepresentatives, not less than two business days before filing with subsequent to the Commission effective date of the Prospectus and during the period referred in which a Prospectus relating to in paragraph (g) abovethe Shares is required to be delivered under the Securities Act or the Securities Act Regulations, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the such period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to apply the net proceeds of the sale of the Shares in accordance with its statements under the caption “Use of Proceeds” in the Prospectus; (n) to make generally available to its security holders and to deliver to the Representatives as soon as practicable, but in any event not later than forty-five (45) days after the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement (or later than ninety (90) days, if such fiscal quarter is the last fiscal quarter of the Company’s fiscal year) an earnings statement satisfying the provisions of Section 11(a) of the Securities Act (in such form, at the option of the Company, as complies with Rule 158 under the Securities Act Regulations) covering a period of 12 months beginning after the effective date of the Registration Statement; (o) to register the Shares under Section 12(b) of the Exchange Act, and use its best efforts to effect the listing of the Shares on the New York Stock Exchange by the Closing Time, and to file with the New York Stock Exchange all documents and notices required by the New York Stock Exchange of companies that have securities that are traded on the New York Stock Exchange; (p) to engage and maintain, at its expense, a registrar and transfer agent for the Shares; (q) to refrain, and to cause the Advisor to refrain, during a period of thirty (30) days from the date of the Prospectus, without the prior written consent of the Representatives, from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option, right or warrant for the purchase or sale of, or otherwise disposing of or transferring (or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of), any share of Series H Preferred Stock or any securities similar to or ranking on par with or senior to the Series H Preferred Stock or any securities convertible into or exercisable or exchangeable for Series H Preferred Stock or such securities, including Units, Class B Units and Preferred Units, or filing any registration statement under the Securities Act with respect to any of the foregoing, or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of Series H Preferred Stock or such securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Series H Preferred Stock or such other securities, in cash or otherwise; provided, however, that the foregoing sentence shall not apply to the Shares to be sold hereunder; (r) not to, and to use its best efforts to cause its officers, directors and affiliates not to, (Ai) take, directly or indirectly indirectly, prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten SecuritiesShares, (Bii) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities Shares or (Ciii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securitiessecurities of the Company; (ns) That the Company will to comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the ProspectusStatement; (ot) That to use its best efforts to meet the requirements to qualify as a REIT under the Code for each of its taxable years until such time as the board of directors of the Company shall determines that it is no longer in the best interests of the Company to qualify as a REIT; (u) the Company and the Operating Partnership, jointly and severally agree that, unless it obtains the prior written consent of the Representatives, it will not invest make any offer relating to the Shares that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a “free writing prospectus,” or a portion thereof, required to be filed by the Company with the Commission or retained by the Company under Rule 433; provided that the Representatives will be deemed to have consented to the Issuer Free Writing Prospectuses listed on Schedule III hereto and any “road show that is a written communication” within the meaning of Rule 433(d)(8)(i) that has been reviewed and consented to by the Representatives; the Company represents that it has treated or agrees that it will treat each such free writing prospectus consented to by the Representatives as an “issuer free writing prospectus,” as defined in Rule 433, and that it has complied and will comply with the applicable requirements of Rule 433 with respect thereto, including timely filing with the Commission where required, legending and record keeping; if at any time following issuance of an Issuer Free Writing Prospectus there occurred or occurs an event or development as a result of which such Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement, any preliminary prospectus or the Prospectus or included or would include an untrue statement of a material fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at that subsequent time, not misleading, the Company will promptly notify the Representatives and will promptly amend or supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate or correct such conflict, untrue statement or omission; (v) not to invest, or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities Shares in such a manner as would require the Company or any of its Subsidiaries to register as an investment company under the Investment Company Act; (w) to authorize, execute and deliver the Partnership Agreement Amendment prior to the Closing Time; and (px) To reserve and keep available at all times the extent, if any, that any rating provided with respect to maximum number of shares of Common Stock issuable upon conversion of the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actionsShares.

Certain Covenants. The Company hereby covenants and agrees with each UnderwriterUnderwriter and the QIU: (a) That the Company shall cooperate with the Lead Underwriter and legal counsel for the Underwriters and to furnish such information as may be required and otherwise to qualify or register cooperate in qualifying the Underwritten Securities Shares for offering and sale under (or obtain otherwise obtaining exemptions from the application of) the state securities or blue sky laws of those such jurisdictions designated by (both domestic and foreign) as the Lead Underwriter; that the Company shall comply with such laws Representative may designate and shall continue to maintain such qualifications, registrations registrations, and exemptions exemptions, as applicable, in effect so as long as required requested by the Representative for the distribution of the Underwritten Securities; Shares, provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it consent to general the service of process in under the laws of any such jurisdiction (except service of process with respect to the offering and sale of the Shares) where it is not presently qualified or where it would be subject to taxation as a foreign corporationqualified; and that to promptly advise the Representative of the receipt by the Company shall use its best efforts of any notification with respect to prevent the suspension of the qualification qualification, registration, or registration exemption of (the Shares for offer or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise or the Lead Underwriter promptly of such suspension or any initiation or threat threatening of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best commercially reasonable efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That if, at the time this Agreement is executed and delivered, it is necessary for (i) a post-effective amendment to the Registration Statement or (ii) a Rule 462(b) Registration Statement to be declared filed with the Commission and become effective before the offering of the Underwritten Securities Shares may commence, the Company will endeavor use its commercially reasonable efforts to cause such post-effective amendment or Rule 462(b) Registration Statement to become effective and will pay any applicable fees in accordance with the Securities Act as soon as possiblepossible and will advise the Representative promptly; (c) To to prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to file such Prospectus with the Commission for filing pursuant to Rule 424(b) of under the Securities Act Regulations not later than 10:00 a.m. (New York City time), on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree and to furnish promptly (and with respect to the initial delivery of such Prospectus, not later than 10:00 a.m. (New York City time) on the day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree), and for so long as a prospectus relating to the Shares is required by means the Securities Act to be delivered (whether physically or through compliance with Rule 172 under the Securities Act or any similar rule), to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably calculated to result in filing with request for the Commission pursuant to such Rule; purposes contemplated by the Securities Act, which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGARE▇▇▇▇, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriteradvise the Representative and QIU promptly and (if requested by the Representative) to confirm such advice in writing, from time to time during when the period Registration Statement has become effective and when a prospectus relating to the Underwritten Securities is required to be delivered any post-effective amendment thereto becomes effective under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To to furnish a copy of each proposed Issuer Free Writing Prospectus (or any amendment or supplement thereto) to the Lead Underwriter Representative and counsel for the Underwriters for review, a reasonable amount of time prior to the proposed time of filing or use thereof, and obtain the consent of the Lead Underwriter Representative prior to referring to, using or filing with the Commission any Issuer Free Writing Prospectus (or any amendment or supplement thereto) pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale InformationIssuer Free Writing Prospectuses, if any, identified in Schedule II hereto; (f) To to comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule)Commission, legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly to advise the Lead Underwriter Representative and QIU as soon as practicable, confirming such advice in writing writing, of (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by by, the Commission for amendments or supplements to the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or the Prospectus, or for additional information with respect thereto; (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other government agency or authority should issue any such order, to make every reasonable effort to obtain the lifting or removal of such order as soon as possible; (iii) any examination pursuant to Section 8(e) of the Securities Act concerning the Registration Statement; or (iv) if the Company becomes subject to a proceeding under Section 8A of the Securities Act in connection with the public offering of Shares contemplated herein; to advise the Representative and QIU promptly of any proposal to amend or supplement the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any and to file no such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter Representative or QIU shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received object in a timely manner by the Commissionwriting; (h) To to furnish to the Lead Underwriter Underwriters for a period of five two years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports filed or other communications supplied to holders of Underwritten Securities, furnished with the Commission; (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange exchange; and (iii) such other information as the Lead Underwriter Underwriters may reasonably request regarding the CompanyCompany and the Subsidiaries (which information the Underwriters and their representatives will keep confidential); provided, however, that the requirements of this Section shall be satisfied to the extent that such reports, statement, communications, financial statements or other documents are available on E▇▇▇▇; (i) To to advise the Lead Underwriter Underwriters promptly of the happening of any event or development known to the Company within the time during which a Prospectus relating to the Underwritten Securities Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act RegulationsAct) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter Representative or legal counsel for the Underwriters, (Ai) would require the making of any change in the Prospectus or the Time of Sale Information then being used Disclosure Package so that the Prospectus or Time of Sale Information the Disclosure Package would not, at the time it is delivered to a purchaser, not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, ; (Bii) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, Shares; or (Ciii) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information Disclosure Package to comply with any law and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's ’s own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter Representative may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information Disclosure Package so that the Prospectus or the Time of Sale Information Disclosure Package as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act RegulationsAct) is so delivered, be misleadingmisleading or, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, Disclosure Package will comply with the law; (j) To to file promptly with the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead UnderwriterRepresentative, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or the Prospectus, the Company shall to furnish a copy thereof to the Lead Underwriter Representative and counsel for review a copy the Underwriters and obtain the consent of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement Representative to which the Lead Underwriter reasonably objectsfiling; (l) To to furnish promptly to the Representative a signed copy of the Registration Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) and such number of conformed copies of the foregoing as the Representative may reasonably request; (m) to furnish to the Lead UnderwriterRepresentative, not less than two business days before filing with the Commission as soon as practicable, during the period referred to in paragraph (gi) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act; (n) to apply the net proceeds of the sale of the Shares in accordance with its statements under the caption “Use of Proceeds” in the Registration Statement, the Prospectus and the Disclosure Package; (o) to make generally available to its security holders and to deliver to the Representative as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement an earnings statement complying with the provisions of Section 11(a) of the Securities Act and during of Rule 158 under the Securities Act covering a period of five years hereafter 12 months beginning after the effective date of the Registration Statement; provided, however, that the requirements of this section shall be satisfied to file all the extent such documents and reports in statement is available on E▇▇▇▇; (p) to use its commercially reasonable efforts to maintain the manner and within listing of the time periods required by Shares on Nasdaq; (q) to comply with the Exchange Securities Act and the Exchange Act Regulationsso as to permit the completion of the distribution of the Shares as contemplated by this Agreement, the Registration Statement, the Disclosure Package and the Prospectus; (mr) Not to engage and maintain, at its expense, a registrar and transfer agent for the Shares; (s) to invest or otherwise use the proceeds received by the Company from its sale of the Shares, and to continue to operate its business, in such a manner as would not require the Company or any of its Subsidiaries to register as (i) an “investment company” or an entity “controlled” by an “investment company,” as such terms are defined in the Investment Company Act or (ii) an “investment adviser” as such term is term is defined in the Investment Advisers Act; (t) to refrain, from the date hereof until 180 days after the date of the Prospectus (such period, the “Company Lock-up Period”), without the prior written consent of the Representative (which consent may be withheld in the Representative’s sole discretion), from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, or otherwise disposing of or transferring, (or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of), any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or filing or confidentially submitting any registration statement under the Securities Act with respect to any of the foregoing; or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or 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) any shares of Common Stock issued by the Company upon the exercise or settlement of an equity award, or the exercise of a warrant, outstanding on the date hereof and disclosed in the Prospectus, (C) shares issued pursuant to the Preferred Stock Conversion or Stock Split, or (D) any issuance of shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Registration Statement, the Disclosure Package and the Prospectus, but only if the holders of such securities agree in writing with the Underwriters not to sell, offer, dispose of or otherwise transfer any such Shares or options during such Company Lock-up Period without the prior written consent of the Representative (which consent may be withheld in its sole discretion); (u) not to, to cause its Subsidiaries not to, and to use its best efforts to cause direct its officers, directors and affiliates not to, (Ai) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreementindirectly, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, Shares; (Bii) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities Shares; or (Ciii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securitiessecurities of the Company and shall, and shall direct each of its officers, directors and affiliates to, comply with all applicable provisions of Regulation M; (nv) That during the Company Lock-up Period, (i) to enforce all Lock-up Agreements and to direct the Company’s transfer agent to place stop transfer restrictions upon any such securities of the Company that are bound by such Lock-up Agreements for the duration of the periods contemplated in such Lock-up Agreements and (ii) to announce the Underwriters’ intention to release any director or “officer” (within the meaning of Rule 16a-1(f) under the Exchange Act) of the Company from any of the restrictions imposed by any Lock-up Agreement, by issuing, through a major news service, a press release in form and substance satisfactory to the Representative or, if consented to by the Representative, in a registration statement that is publicly filed in connection with a secondary offering of the Company’s shares promptly following the Company’s receipt of any notification from the Representative in which such intention is indicated, but in any case not later than the close of the third business day prior to the date on which such release or waiver is to become effective; provided, however, that nothing shall prevent the Representative, on behalf of the Underwriters, from announcing the same through a major news service, irrespective of whether the Company has made the required announcement; and provided, further, that no such announcement shall be made of any release or waiver granted solely to permit a transfer of securities that is not for consideration and where the transferee has agreed in writing to be bound by the terms of a Lock-up Agreement, or as provided in the Lock-up Agreement; (w) that the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actions.pro

Certain Covenants. (a) The Company hereby agrees with each Underwriteragrees: (ai) That the Company shall cooperate to make all necessary filings in connection with the Lead Underwriter sale of Shares in the Provinces of Ontario and legal counsel for the Underwriters Quebec and to furnish such information as may be required and otherwise to qualify or register cooperate in qualifying the Underwritten Securities Shares for offering and sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those such states or other jurisdictions designated by the Lead Underwriter; that the Company shall comply with as you may designate and to maintain such laws and shall continue such qualifications, registrations and exemptions qualifications in effect so long as required you may request for the distribution of the Underwritten SecuritiesShares; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it consent to general the service of process in under the laws of any such jurisdiction where it is not presently qualified or where it would be subject (except service of process with respect to taxation as a foreign corporationthe offering and sale of the Shares); and that to promptly advise you of the receipt by the Company shall use its best efforts of any notification with respect to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities Shares for offering, sale or trading in any jurisdiction and will advise or the Lead Underwriter promptly of such suspension or any initiation or threat threatening of any proceeding for any such purpose; (ii) to make available to the Underwriters in New York City, as soon as practicable after the Registration Statement becomes effective, and that in thereafter from time to time to furnish to the event Underwriters, as many copies of the issuance Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any order suspending such qualification, registration amendments or exemptionsupplements thereto after the effective date of the Registration Statement) as the Underwriters may request for the purposes contemplated by the Act; in case any Underwriter is required to deliver a prospectus after the nine-month period referred to in Section 10(a)(3) of the Act in connection with the sale of the Shares, the Company shall use will prepare, at its best efforts expense, promptly upon request such amendment or amendments to obtain the withdrawal thereof at Registration Statement and the earliest possible momentProspectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Act; (biii) That if, at the time this Agreement is executed and delivered, it is necessary for a the Registration Statement or any post-effective amendment to the Registration Statement thereto to be declared effective before the offering of the Underwritten Securities Shares may commence, the Company will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible; possible and the Company will advise you promptly and, if requested by you, will confirm such advice in writing, (ci) To prepare when the Registration Statement and any such post-effective amendment thereto has become effective, and (ii) if Rule 430A under the Act is used, when the Prospectus in a form approved by the Underwriters and to cause to be transmitted to is filed with the Commission for filing pursuant to Rule 424(b) of under the Securities Act Regulations by means reasonably calculated (which the Company agrees to result file in filing with the Commission pursuant to a timely manner under such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T); (div) The Company will furnish to each Underwriteradvise you promptly, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Actconfirming such advice in writing, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Statement or the Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the Prospectusentry of a stop order, (ii) suspending the effectiveness of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectusand, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by if the Commission of any should enter a stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; andStatement, if the Commission shall enter any such stop order at any time, the Company will to use its best efforts to obtain the lifting or removal of such order at the earliest possible momentas soon as possible; the Company shall, within such period, to advise the Lead Underwriter you promptly of any proposal to prepare, use, authorize, approve or file any amendment amend or supplement to the Registration Statement, any Issuer Free Writing Prospectus Statement or the Prospectus, shall furnish including by filing any documents that would be incorporated therein by reference, and to the Lead Underwriter provide you and Underwriters' counsel copies of any such documents for review a copy of each proposed amendment or supplement and comment a reasonable amount of time prior to such any proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any no such amendment or supplement or use any such Prospectus to which the Lead Underwriter you shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received object in a timely manner by the Commissionwriting; (hv) To furnish subject to the Lead Underwriter for a period of five years from the date of this Agreement (iSection 5(a)(iv) as soon as availablehereof, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of file promptly all reports and any definitive proxy or information statement required to be filed by the Company with the Commission or any securities exchange in order to comply with the Exchange Act subsequent to the date of the Prospectus and (iii) such other information for so long as the Lead Underwriter may reasonably request regarding delivery of a prospectus is required in connection with the Companyoffering or sale of the Shares; to provide you with a copy of such reports and statements and other documents to be filed by the Company pursuant to Section 13, 14 or 15(d) of the Exchange Act during such period a reasonable amount of time prior to any proposed filing, and to promptly notify you of such filing; (ivi) To if necessary or appropriate, to file a registration statement pursuant to Rule 462(b) under the Act; (vii) to advise the Lead Underwriter Underwriters promptly of the happening of any event known to the Company within the time during which a Prospectus prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) Shares is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would which could require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, subject to promptly Section 5(a)(iv) hereof, to prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish furnish, at the Company's own expense expense, to the Underwriters promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change; (viii) to make generally available to its security holders, and to dealersdeliver to you, an earnings statement of the Company (which will satisfy the provisions of Section 11(a) of the Act) covering a period of twelve months beginning after the effective date of the Registration Statement (as defined in Rule 158(c) of the Act) as soon as is reasonably practicable after the termination of such twelve-month period but not later than March 1, 2005; (ix) to furnish to its shareholders as soon as practicable after the end of each fiscal year an annual report (including a consolidated balance sheet and statements of income, shareholders' equity and cash flow of the Company and the Subsidiaries for such fiscal year, accompanied by a copy of the certificate or report thereon of nationally recognized independent certified public accountants); (x) to furnish to you 3 copies in such quantities of the Registration Statement, as initially filed with the Commission, and at such locations as of all amendments thereto (including all exhibits thereto and documents incorporated by reference therein) and sufficient copies of the Lead Underwriter may foregoing (other than exhibits) for distribution of a copy to each of the other Underwriters; (xi) to furnish to you promptly and, upon request, to each of the other Underwriters for a period of three years from the date of this Agreement (i) copies of any reports or other communications which the Company shall send to its stockholders or shall from time to time reasonably request publish or publicly disseminate, (ii) copies of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will notall annual, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; (j) To file promptly quarterly and current reports filed with the Commission on Forms 10-K, 10-KSB, 10-Q, 10-QSB and 8-K, or such other similar forms as may be designated by the Commission, (iii) copies of documents or reports filed with any amendment or supplement to national securities exchange on which any class of securities of the Registration StatementCompany is listed, any Free Writing Prospectus or the Prospectus that may, in the judgment of and (iv) such other information as you may reasonably request regarding the Company or the Lead Underwriter, be required by the Securities Act or requested by the CommissionSubsidiaries; (kxii) That, to furnish to you as early as practicable prior to filing with the Commission time of purchase and any amendment or supplement to additional time of purchase, as the Registration Statementcase may be, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company shall but not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less later than two business days before filing with the Commission during the period referred to in paragraph (g) aboveprior thereto, a copy of any document proposed the latest available unaudited interim and monthly consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company's independent certified public accountants, as stated in their letter to be filed with the Commission furnished pursuant to Section 13, 14, or 15(d7(e) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulationshereof; (mxiii) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities Shares in the manner set forth therein and under the caption "Use of proceeds" in the Prospectus; (oxiv) That not to issue, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for Common Stock or warrants or other rights to purchase Common Stock or any other securities of the Company that are substantially similar to Common Stock, or file or cause to be declared effective a registration statement under the Act relating to the offer and sale of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or other rights to purchase Common Stock or any other securities of the Company that are substantially similar to Common Stock for a period of 180 days after the date hereof (the "Lock-Up Period"), without the prior written consent of UBS, except for (i) the registration of the Shares and the sales to the Underwriters pursuant to this Agreement, (ii) issuances of Common Stock upon the exercise of options or warrants disclosed as outstanding in the Registration Statement and the Prospectus and (iii) the issuance of employee or director stock options not exercisable during the Lock-Up Period pursuant to stock option plans described in the Registration Statement and the Prospectus; (xv) to use its reasonable best efforts to cause the Common Stock to be listed for quotation on the National Association of Securities Dealers Automated Quotation National Market System ("NASDAQ"); (xvi) to maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar for the Common Stock; (xvii) the Company shall not invest or otherwise use at all times prior to the proceeds received by completion of the Company from its offering and sale of the Underwritten Securities in Shares allow, or take such a manner actions as would require are necessary to facilitate, the Underwriters and their representatives to conduct all due diligence on the Company to register as an investment company under and the Investment Company ActShares which the Underwriters may reasonably require; and (pxviii) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnishwill fulfill, or cause to be furnishedfulfilled, such documents all legal requirements to permit the offering, creation, issuance, sale and takedistribution of the Shares including, without limitation, compliance with the applicable securities laws of the Provinces of Ontario and Quebec and the respective regulations and rules made thereunder together with all applicable published policy statements, blanket orders and rulings of the Canadian securities commissions and all discretionary orders or cause rulings, if any, of the Canadian securities commissions made in connection with the transactions contemplated hereunder (the "Canadian Securities Laws") to enable the Shares to be takenoffered for sale and sold to purchasers who are "accredited investors," as defined in Ontario Rule 45-501, in the Province of Ontario or governments, departments or agencies referred to in Section 43 of the Quebec Securities Act or "sophisticated purchasers," as defined in sections 44 and 45 of the Quebec Securities Act, in the Province of Quebec. (b) The Company hereby agrees to pay all costs, expenses, fees and taxes (other than any fees and disbursements of counsel for the Underwriters, except as set forth under Section 6 hereof or (iii) or (iv) below) in connection with (i) the preparation and filing of the Registration Statement, each Preliminary Prospectus, the Prospectus, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issuance, sale and delivery of the Shares by the Company and the Selling Stockholders, including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares to the Underwriters, (iii) the producing, word processing and/or printing of this Agreement, any Agreement Among Underwriters, any dealer agreements, any Statements of Information, any Custody Agreement, any Powers of Attorney and any closing documents (including any compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment), (iv) the qualification of the Shares for offering and sale under state and foreign laws and the determination of their eligibility for investment under state and foreign laws as aforesaid (including the reasonable legal fees and filing fees and other disbursements of counsel to the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) any listing of the Shares on any securities exchange or qualification of the Shares for quotation on NASDAQ and any registration thereof under the Exchange Act, (vi) the filing for review of the public offering of the Shares by the National Association of Securities Dealers, Inc. (the "NASD"), including the reasonable legal fees and filing fees and other disbursements of counsel to the Underwriters, (vii) the fees and disbursements of any transfer agent or registrar for the Shares, (viii) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and the Underwriters' sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, and (ix) the performance of the Company's and the Selling Stockholders' other actionsobligations hereunder.

Certain Covenants. The Company hereby covenants and agrees to and with each Underwriterthe Exclusive Managing Agent that: (a) That All corporate proceedings undertaken by the Company and other legal matters which relate to the Offering and other related transactions shall cooperate be reasonably satisfactory in all material respects to the Exclusive Managing Agent and its counsel. (b) The Company and its Subsidiaries shall maintain a system of internal accounting and other controls sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with the Lead Underwriter management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and legal counsel to maintain accountability for the Underwriters assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and furnish such information as may be required to qualify or register the Underwritten Securities for sale under (or obtain exemptions from the application ofiv) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the recorded accounting for assets is compared with existing assets at reasonable intervals and appropriate action is taken with respect to any differences. (c) The Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Underwritten Securities; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall will use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to cause the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible; and will notify the Exclusive Managing Agent immediately and confirm in writing: (ci) To prepare when the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus Registration Statement and any amendments thereto shall have been filed or supplements thereto furnished become effective, or any supplement to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing or any amended Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by itbeen filed, the Company shall promptly advise the Lead Underwriter in writing (iii) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission or any state securities authority for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing the Prospectus or the Prospectusfor additional information, (iii) of the time and date that happening of any post-effective amendment to event which makes untrue any statement of a material fact made in the Registration Statement becomes effective or the Prospectus, or which requires the making of a change in the Registration Statement or the Prospectus, in order to make any material statement therein not misleading and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of the initiation of any post-effective amendment thereto proceedings for that purpose, or of the suspension of the qualification of the Shares for offering or sale in any order preventing jurisdiction, or suspending of the use institution of any Issuer Free Writing Prospectus or proceedings for such purpose (it being understood that the Prospectus; and, if Company shall proceed immediately upon the Commission shall enter occurrence of any such stop order at any time, of the foregoing to remedy the same in consultation with the Exclusive Managing Agent). The Company will use its best efforts to prevent the issuance by the Commission or any governmental agency pursuant to the securities laws of any jurisdiction of any stop order and, if such stop order shall at any time be issued, to obtain the lifting of such order thereof at the earliest possible moment; . (d) The Company will, promptly from time to time, take such actions at the Company’s expense as the Exclusive Managing Agent may reasonably request to qualify the Shares for offering and sale under the securities laws of such jurisdictions in the United States as the Exclusive Managing Agent may request and to comply with such laws so as to permit the continuance of sales of Shares therein in such jurisdictions for so long as may be necessary to complete the distribution of the Shares, including making all necessary filings and paying all required filing fees, provided that in connection therewith the Company shall, within such period, advise shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction. Without limiting the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionallyforegoing, the Company agrees that it shall will, and will cause its officers, directors and promoters to, comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish applicable Blue-Sky escrow requirements, including those pertaining to the Lead Underwriter escrow of all subscription payments for the Shares, provided such escrow shall be in no event extend beyond a period of five years from 30 months. (e) The Company will deliver to the date of this Agreement (i) Exclusive Managing Agent, as soon as available, copies a copy of all annualthe Registration Statement as originally filed and each pre-effective and post-effective amendment thereto (including exhibits). (f) The Company will deliver promptly to the Exclusive Managing Agent, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange Registration Statement becomes effective and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known thereafter from time to the Company within the time during which a the period when the Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations whichAct, in the judgment such number of copies of the Prospectus (as amended or supplemented), as the Exclusive Managing Agent may reasonably request; and the Company consents to the use of the Prospectus and any amendments or supplements thereto by the Exclusive Managing Agent and by any Selected Dealers for the purposes contemplated by the Act and this Agreement. (g) During the period when the Prospectus is required to be delivered under the Act, the Company will comply, so far as it is able and at the Company’s expense, with all requirements imposed upon it by the Act, as now and as hereafter amended, so far as necessary to permit the continuation of sales of the Shares during such period in accordance with the provisions of this Agreement and of the Prospectus. (h) If any event relating to or affecting the Company shall occur as a result of which it is necessary, in the reasonable opinion of counsel to the Lead Underwriter Exclusive Managing Agent, to amend or legal counsel for supplement the Underwriters, (A) would require Prospectus in order to make the making of any change Prospectus not misleading in the Prospectus or light of the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, circumstances existing at the time it is delivered to a purchasersubscriber, include subject to subsection (i), the Company will forthwith prepare and furnish to the Exclusive Managing Agent, without expense to the Exclusive Managing Agent, a reasonable number of copies of an amendment or amendments of, or a supplement or supplements to, the Prospectus (in form and substance reasonably satisfactory to counsel to the Exclusive Managing Agent) which will amend or supplement the Prospectus so that, as amended or supplemented, it will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were madeexisting at the time the Prospectus is delivered to a subscriber, not misleading. For the purposes of this subsection, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict the Company will furnish such information with the information contained in the Registration Statement relating respect to the Underwritten SecuritiesCompany, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with Subsidiaries and any law and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations Company properties as the Lead Underwriter Exclusive Managing Agent may from time to time reasonably request request. (i) After the Initial Closing Date, the Company will furnish to its shareholders as soon as practicable after the end of each fiscal year an appropriate annual report (including consolidated financial statements of the Company prepared in accordance with GAAP, certified by independent public accountants) and, as soon as practicable after the end of each of the first three quarters of each fiscal year (beginning with the fiscal quarter ending after the Initial Closing Date), summary financial information of the Company for such quarter in reasonable detail. (j) During a period of ten (10) years from the Initial Closing Date, except for such reports, financial statements and other communications that the Company may have filed with the Commission via ▇▇▇▇▇, the Company will furnish to the Exclusive Managing Agent copies of all reports or other communications (financial or other) furnished to security holders, and deliver to the Exclusive Managing Agent: (i) as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; and (ii) such additional information concerning the business, financial condition and results of operations of the Company as the Exclusive Managing Agent may from time to time reasonably request. (k) The Company, will not, at any time before or after the Registration Statement becomes effective, file any amendment to the Registration Statement or any amendment or supplement to the Prospectus to which the Exclusive Managing Agent shall reasonably object in writing or which shall be reasonably disapproved by counsel to the Time of Sale Information so that Exclusive Managing Agent promptly after notice thereof; the Prospectus Company will deliver to the Exclusive Managing Agent, from time to time, all supplemental sales materials (whether designated solely for broker-dealer use or otherwise) proposed to be used or delivered by the Time of Sale Information as so amended or supplemented will not, Company in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict connection with the information contained Offering of Shares, and it will not use or deliver any such material to any other party. (l) Subsequent to the date of this Agreement and through each Closing Date, except as described, contemplated or permitted in the Registration Statement, the Company will not take any action (or so refrain from taking any action) that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; (j) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, result in the judgment Company incurring any material liability or obligation, direct or contingent, or enter into any material transaction not in the ordinary course of business, and there will not be any material change in the capital stock, long-term debt, notes payable or short-term borrowings of the Company or the Lead Underwriterany issuance of options, be required by the Securities Act warrants or requested by the Commission; (k) That, prior rights to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security purchase capital stock of the Company, or which may cause any declaration or result in, payment or which might in the future reasonably be expected commitment to cause pay or result in, the stabilization or manipulation of the price anticipated payment of any security dividend or other distribution on the capital stock of the Company, except as contemplated in the Prospectus, which has resulted in or reasonably could be expected to facilitate result in a material adverse change in the sale business, financial position or resale results of any operations of the Underwritten SecuritiesCompany, (B) sell, bid for, purchase or pay anyone (other than the Underwriters taken as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities;a whole. (nm) That the The Company will comply in all material respects with all of the provisions of any undertakings in the Registration Statement applicable securities and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein other applicable laws, rules and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extentregulations, if anyincluding, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliateswithout limitation, the Exchange Act, and use its reasonable best efforts to cause the Company’s directors and officers, shall furnishin their capacities as such, or cause to be furnishedcomply in all material respects with such laws, such documents rules and take, or cause to be taken, any such other actionsregulations.

Certain Covenants. The Company hereby agrees with each Underwriter: (a) That that the Company shall cooperate with the Lead Underwriter Representative and legal counsel for the Underwriters and furnish such information as may be required to qualify or register the Underwritten Securities Shares for sale under (or obtain exemptions from the application of) the state securities or blue sky laws or Canadian provincial Securities laws or other foreign laws of those jurisdictions designated by the Lead Underwriter; that the Company Representative, shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Underwritten SecuritiesShares; provided and that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities Shares for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter Representative promptly of such suspension or any initiation or threat of any proceeding for any such purpose; and that, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment;. (b) That that if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities Shares may commence, the Company will endeavor use commercially reasonable efforts to cause such post-effective amendment to become effective as soon as possible;. (c) To to prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to file such Prospectus (or a term sheet as permitted by Rule 434) with the Commission for filing pursuant to Rule 424(b) of under the Securities Act Regulations not later than 5:30 p.m. (New York City time), on the second day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree and to furnish promptly and with respect to the initial delivery of such Prospectus, not later than 5:30 p.m. (New York City time) on the second day following the execution and delivery of this Agreement, or on such other day as the parties may mutually agree, to the Underwriters copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by means reasonably calculated to result in filing with the Commission pursuant to such Rule; Securities Act Regulations, which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR▇▇▇▇▇, except to the extent permitted by Regulation S-T;T. (d) The Company will furnish to each Underwriteradvise the Representative promptly and (if requested by the Representative) to confirm such advice in writing, from time to time during the period when a prospectus relating any post-effective amendment to the Underwritten Securities is required to be delivered Registration Statement becomes effective under the Securities Act, such number of copies of the Prospectus Act and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder;Regulations. (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring tothat, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by itAgreement, the Company shall promptly advise the Lead Underwriter Representative in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the ProspectusCommission, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus preliminary prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus preliminary prospectus or the Prospectus, or of any proceedings to remove, suspend or terminate from listing the Common Shares from the Nasdaq National Market, or of the threatening or initiation of any proceedings for any of such purposes; and that the Company shall use commercially reasonable efforts to prevent the issuance of any such order or suspension, removal or termination from listing, and, if the Commission shall enter any such stop order at any time, the Company will use its best commercially reasonable efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, shall advise the Lead Underwriter Representative promptly of any proposal to prepare, use, authorize, approve amend or supplement the Registration Statement or Prospectus and to file any no such amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter Representative shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) ), 430A and 434, as applicable, under the Securities Act and will use its commercially reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission;. (hf) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter Underwriters promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) Shares is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter Representative or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter Representative may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale InformationProspectus, as amended or supplemented, will comply with the law;Securities Act and Securities Act Regulations. (jg) To to file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Statement or the Prospectus or any supplement to the Prospectus that may, in the judgment of the Company or the Lead UnderwriterRepresentative, be required by the Securities Act or requested by the Commission;. (kh) Thatthat, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Statement or supplement or amendment to the Prospectus or any Prospectus pursuant to Rule 424 under the ProspectusSecurities Act, the Company shall furnish to the Lead Underwriter Representative and counsel for the Underwriters for review a copy of each such proposed amendment or supplement, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter Representative reasonably objects;. (i) to furnish promptly upon request from the Representative a reasonable number of conformed copies of any amendments to the Registration Statement, as filed with the Commission after the date of this Agreement. (j) to use commercially reasonable efforts to apply the net proceeds from the sale of the Shares in the manner described under the caption "Use of Proceeds" in the Prospectus. (k) to make generally available to its security holders and to deliver to the Representative as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act Regulations,) covering a period of 12 months beginning after the effective date of the Registration Statement. (l) To furnish to use commercially reasonable efforts to list the Lead Underwriter, not less than two business days before filing Shares on the Nasdaq National Market and to file with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file Nasdaq National Market all such documents and reports in the manner and within the time periods notices required by the Exchange Act and the Exchange Act Regulations;Nasdaq National Market for such listing. (m) Not to engage and maintain, at its expense, a registrar and transfer agent for the Shares. (n) to refrain during a period of 180 days from the date of the Prospectus, without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative), from, directly or indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, establishing an open "put equivalent position" within the meaning of Rule 16a-1(h) under the Exchange Act, or otherwise disposing of or transferring, (or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of), any Common Shares or any securities convertible into or exercisable or exchangeable for Common Shares, or filing any registration statement under the Securities Act with respect to any of the foregoing (provided that the Company may file a registration statement solely for the resale of Common Shares), or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Shares, whether any such swap or 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; provided, however, that the Company may issue (1) its Common Shares or options to purchase its Common Shares, or Common Shares upon exercise of options, pursuant to any stock option, stock bonus or other stock plan or arrangement described in the Prospectus, but only if the holders of such shares, options, or shares issued upon exercise of such options, agree in writing not to sell, offer, dispose of or otherwise transfer any such shares or options during such 180 day period without the prior written consent of the Representative (which consent may be withheld at the sole discretion of the Representative) (2) any restricted Common Shares issued pursuant to any equity incentive plans or employee benefit plans of the Company and (3) any Common Shares in connection with the acquisition by the Company of securities or assets of a party that is not an affiliate of the Company; provided, however, it shall be a condition to any such transfer that the transferee execute an agreement stating that the transferee is receiving and holding the Common Shares subject to, and the transferee agrees to be bound by, the provisions of this 180-day lock-up restriction, and there shall be no further transfer of such Common Shares, except in accordance with the terms of this Agreement. (o) not to, and to use its best commercially reasonable efforts to cause its officers, directors trustees, partners and affiliates affiliates, as applicable, not to, (Ai) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten SecuritiesShares, (Bii) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities Shares or (Ciii) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities;securities of the Company. (np) That to direct the transfer agent to place stop transfer restrictions upon any such securities of the Company will comply with all that are bound by "lock-up" agreements for the duration of the provisions of any undertakings periods contemplated in such agreements. (q) that during the time which a Prospectus relating to the Shares is required to be delivered under the Securities Act Regulations, the Company shall file, on a timely basis, with the Commission and The Nasdaq National Market, Inc. all reports and documents in the Registration Statement manner required by the Exchange Act, the Exchange Act Regulations and apply the net ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act; additionally, the Company shall report the use of proceeds from the sale issuance of the Underwritten Shares as may be required under Rule 463 under the Securities in the manner set forth therein and in the Prospectus;Act. (or) That that the Company shall not invest invest, or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities Shares in such a manner as would require the Company or any of its Subsidiaries to register as an investment company under the Investment Company Act; and . (ps) To that, in connection with the extentDirected Share Program, if any, the Company will ensure that any rating provided with respect the Directed Shares will be restricted to the Underwritten Securities extent required by the applicable rating agency is conditional upon the furnishing of documents NASD or the taking NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of any actions by three months following the date of the effectiveness of the Registration Statement; that the Representative will notify the Company or any of its affiliates, the Company, shall furnish, or cause as to which participants will need to be furnished, such documents and take, or cause to be taken, any such other actionsso restricted.

Certain Covenants. The For purposes of this Section 5, "Closing Date" shall refer to the Closing Date for the Firm Notes and any Additional Closing Date for the Optional Notes. Each of the Company hereby and the Guarantors covenants and agrees with each Underwriterthe Initial Purchasers that: (a) That The Company will not amend or supplement the Time of Sale Memorandum or the Offering Memorandum or any amendment or supplement thereto of which the Initial Purchasers shall not previously have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment or supplement and as to which the Initial Purchasers shall not have given their consent (which consent shall not be unreasonably withheld). The Company will promptly, upon the reasonable request of the Initial Purchasers or counsel to the Initial Purchasers, make any amendments or supplements to the Time of Sale Memorandum or the Offering Memorandum that may be reasonably necessary or advisable in connection with the resale of the Notes by the Initial Purchasers. (b) Each of the Company shall and the Guarantors will cooperate with the Lead Underwriter Initial Purchasers and legal counsel for the Underwriters Initial Purchasers to qualify (or to obtain exemptions from qualifying) all or any part of the Notes for offering and furnish sale under the securities or "Blue Sky" laws of such information jurisdictions as the Initial Purchasers may designate and will continue such qualifications in effect for as long as may be required necessary to qualify or register the Underwritten Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for complete the distribution of the Underwritten SecuritiesNotes by the Initial Purchasers; provided provided, however, that in connection therewith none of the Company or any of the Guarantors shall not be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or to take any other action that would subject it to general service of process or to taxation in respect of doing business in any such jurisdiction where in which it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that otherwise subject. The Company will advise the Initial Purchasers promptly upon receipt by the Company shall use its best efforts to prevent of any notice of the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities Notes for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration qualification or exemption, each of the Company and the Guarantors shall use its their reasonable best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible;. (c) To prepare If, at any time prior to the Prospectus in a form approved completion of the resale by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) Initial Purchasers of the Securities Act Regulations by means reasonably calculated to Notes, any event shall occur as a result of which it is necessary, in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies reasonable judgment of the Prospectus Company and each Free Writing Prospectus (as amended the Initial Purchasers, to amend or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of supplement the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus Memorandum or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment Offering Memorandum in order to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any make such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that Memorandum or Offering Memorandum not misleading in the Prospectus or Time light of Sale Information would not, the circumstances existing at the time it is delivered to a purchaser, or if for any other reason it shall be necessary to amend or supplement the Time of Sale Memorandum or the Offering Memorandum in order to comply with applicable laws, rules or regulations, the Company shall (subject to Section 5(a)) forthwith amend or supplement such Time of Sale Memorandum or Offering Memorandum at its own expense so that, as so amended or supplemented, such Time of Sale Memorandum or Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact required necessary in order to make the statements therein, in light of the circumstances existing at the time it is delivered to a purchaser, not misleading and will comply with all applicable laws, rules or regulations. (d) The Company will, without charge, provide to the Initial Purchasers and to counsel to the Initial Purchasers as many copies of each of the Preliminary Offering Memorandum and Offering Memorandum or any amendment or supplement thereto as the Initial Purchasers or their counsel may reasonably request. (e) During the period of five years from the Closing Date, the Company will furnish to the Initial Purchasers (i) as soon as available, a copy of each report and other communication (financial or otherwise) of the Company mailed to the Trustee or the holders of the Notes, stockholders or any national securities exchange on which any class of securities of the Company may be stated therein listed other than materials filed with the Commission and (ii) from time to time such other information concerning the Company and the Subsidiaries as the Initial Purchasers may reasonably request, provided that such other information shall be subject to such confidentiality and use restrictions as the Company may reasonably impose. (f) The Company will apply the net proceeds from the sale of the Notes materially as set forth under "Use of Proceeds" in the Offering Memorandum. (g) None of the Company or any of its respective affiliates will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any "security" (as defined in the Securities Act) which could be integrated with the sale of the Notes in a manner which would require the registration under the Securities Act of the Notes. (h) For so long as the Notes constitute "restricted" securities within the meaning of Rule 144(a)(3) under the Securities Act, the Company will not, and will not permit any of the Subsidiaries to, solicit any offer to buy or offer to sell the Notes by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act. (i) If the Time of Sale Memorandum is being used to solicit offers to buy the Notes at a time when the Offering Memorandum is not yet available to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Time of Sale Memorandum in order to make the statements therein, in the light of the circumstances under which they were madecircumstances, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained if, in the Registration Statement relating to opinion of counsel for the Underwritten SecuritiesInitial Purchasers, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information Memorandum to comply with any law andapplicable law, during such time, forthwith to promptly prepare and furnish to the Underwriters copies of the proposed amendment Initial Purchasers upon request, either amendments or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense supplements to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information Memorandum so that the Prospectus or statements in the Time of Sale Information Memorandum as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred delivered to in Rule 173(a) under the Securities Act Regulations) is so delivereda prospective purchaser, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, misleading or so that the Prospectus or the Time of Sale InformationMemorandum, as amended or supplemented, will comply with the law;. (j) To file promptly with the Commission For so long as any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or Notes remain outstanding and are "restricted securities" within the Lead Underwriter, be required by meaning of Rule 144(a)(3) under the Securities Act and not able to be sold in their entirety under Rule 144 under the Securities Act (or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectussuccessor provision), the Company shall furnish will make available, upon request, to any seller of such Notes the Lead Underwriter for review a copy of each such proposed amendment or supplementinformation specified in Rule 144A(d)(4) under the Securities Act, and unless the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant is then subject to Section 13, 14, 13 or 15(d) of the Exchange Act Act. (k) During the period from the Closing Date until two years after the Closing Date, without the prior written consent of the Initial Purchasers, the Company will not, and during will not permit any of its "affiliates" (as defined in Rule 144 under the Securities Act) to, resell any of the Securities which constitute "restricted securities" under Rule 144 that have been reacquired by any of them. (l) The Company will not take any action prohibited by Regulation M under the Exchange Act, in connection with the distribution of the Securities contemplated hereby. (m) The Company will cooperate with the Initial Purchasers and use its reasonable best efforts to (i) permit the Notes to be included for quotation on the PORTALSM Market and (ii) permit the Notes to be eligible for clearance and settlement through The Depository Trust Company. (n) The Company will use its reasonable best efforts to list the Conversion Shares for quotation on the NYSE, subject only to official notice of issuance and evidence of satisfactory distribution. (o) The Company will, at all times, reserve and keep available, free of preemptive rights, enough shares of Common Stock for the purpose of enabling the Company to satisfy its obligations to issue the Conversion Shares upon conversion of the Notes. (p) During the period of five years hereafter 60 days from the date of the Offering Memorandum, without the prior written consent of the Initial Purchasers, the Company (i) will not, directly or indirectly, issue, offer, sell, agree to file all such documents and reports issue, offer or sell, solicit offers to purchase, grant any call option, warrant or other right to purchase, purchase any put option or other right to sell, pledge, borrow or otherwise dispose of any Relevant Security, or make any announcement of any of the foregoing, (ii) will not establish or increase any "put equivalent position" or liquidate or decrease any "call equivalent position" (in the manner and each case within the time periods required by meaning of Section 16 of the Exchange Act and the Exchange Act Regulations; (mrules and regulations promulgated thereunder) Not towith respect to any Relevant Security, and (iii) will not otherwise enter into any swap, derivative or other transaction or arrangement that transfers to use its best efforts another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to cause its officersbe settled by delivery of Relevant Securities, directors and affiliates not toother securities, (A) takecash or other consideration, directly or indirectly prior to termination other than the sale of the underwriting syndicate Notes as contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security issuance of the Conversion Shares, and the Company's issuance of Common Stock upon (i) the conversion or exchange of convertible or exchangeable securities outstanding on the date hereof; (ii) the exercise of currently outstanding options; (iii) the exercise of currently outstanding warrants; and (iv) the grant and exercise of options under, or which may cause or result inthe issuance and sale of shares pursuant to, or which might employee stock option plans in effect on the future reasonably be expected to cause or result indate hereof, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters each as disclosed described in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Memorandum. The Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such file a manner as would require the Company to register as an investment company registration statement under the Investment Company Act; and (p) To the extent, if any, that Securities Act in connection with any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions transaction by the Company or any of its affiliatesperson that is prohibited pursuant to the foregoing, except for (i) the Company's filing of registration statements pursuant to the Registration Rights Agreement, shall furnish, and (ii) registration statements on Form S-8 relating to employee benefit plans or cause on Form S-4 relating to corporate reorganizations or other transactions under Rule 145. (q) The Company will do and perform all things required to be furnished, such documents done and take, performed by them under this Agreement and the other Offering Documents prior to or cause after the Closing Date and will use its reasonable best efforts to be taken, any such other actionssatisfy all conditions precedent on their part to the obligations of the Initial Purchasers to purchase and accept delivery of the Notes.

Certain Covenants. (a) The Company hereby agrees with each Underwriteragrees: (ai) That the Company shall cooperate with the Lead Underwriter and legal counsel for the Underwriters and to furnish such information as may be required and otherwise to qualify or register cooperate in qualifying the Underwritten Securities Shares for offering and sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those such states or other jurisdictions designated by the Lead Underwriter; that the Company shall comply with as you may designate and to maintain such laws and shall continue such qualifications, registrations and exemptions qualifications in effect so long as required you may request for the distribution of the Underwritten SecuritiesShares; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it consent to general the service of process in under the laws of any such jurisdiction where it is not presently qualified or where it would be subject (except service of process with respect to taxation as a foreign corporationthe offering and sale of the Shares); and that to promptly advise you of the receipt by the Company shall use its best efforts of any notification with respect to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities Shares for offering, sale or trading in any jurisdiction and will advise or the Lead Underwriter promptly of such suspension or any initiation or threat threatening of any proceeding for any such purpose; (ii) to make available to the Underwriters in New York City, as soon as practicable after the Registration Statement becomes effective, and that in thereafter from time to time to furnish to the event Underwriters, as many copies of the issuance Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any order suspending such qualification, registration amendments or exemptionsupplements thereto after the effective date of the Registration Statement) as the Underwriters may reasonably request for the purposes contemplated by the Act; in case any Underwriter is required to deliver a prospectus after the nine-month period referred to in Section 10(a)(3) of the Act in connection with the sale of the Shares, the Company shall use will prepare, at its best efforts expense, promptly upon request such amendment or amendments to obtain the withdrawal thereof at Registration Statement and the earliest possible momentProspectus as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Act; (biii) That if, at the time this Agreement is executed and delivered, it is necessary for a the Registration Statement or any post-effective amendment to the Registration Statement thereto to be declared effective before the offering of the Underwritten Securities Shares may commence, the Company will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possible; possible and the Company will advise you promptly and, if requested by you, will confirm such advice in writing, (cA) To prepare when the Registration Statement and any such post-effective amendment thereto has become effective, and (B) if Rule 430A under the Act is used, when the Prospectus in a form approved by the Underwriters and to cause to be transmitted to is filed with the Commission for filing pursuant to Rule 424(b) of under the Securities Act Regulations by means reasonably calculated (which the Company agrees to result file in filing with the Commission pursuant to a timely manner under such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T); (div) The Company will furnish to each Underwriteradvise you promptly, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Actconfirming such advice in writing, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Statement or the Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the Prospectusentry of a stop order, (ii) suspending the effectiveness of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectusand, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by if the Commission of any should enter a stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; andStatement, if the Commission shall enter any such stop order at any time, the Company will to use its best efforts to obtain the lifting or removal of such order at the earliest possible momentas soon as possible; the Company shall, within such period, to advise the Lead Underwriter you promptly of any proposal to prepare, use, authorize, approve or file any amendment amend or supplement to the Registration Statement, any Issuer Free Writing Prospectus Statement or the Prospectus, shall furnish including by filing any documents that would be incorporated therein by reference, and to the Lead Underwriter provide you and Underwriters’ counsel copies of any such documents for review a copy of each proposed amendment or supplement and comment a reasonable amount of time prior to such any proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any no such amendment or supplement or use any such Prospectus to which the Lead Underwriter you shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received object in a timely manner by the Commissionwriting; (hv) To furnish subject to the Lead Underwriter for a period of five years from the date of this Agreement (iSection 5(a)(iv) as soon as availablehereof, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of file promptly all reports and any definitive proxy or information statement required to be filed by the Company with the Commission or any securities exchange in order to comply with the Exchange Act subsequent to the date of the Prospectus and (iii) such other information for so long as the Lead Underwriter may reasonably request regarding delivery of a prospectus is required in connection with the Companyoffering or sale of the Shares; to provide you with a copy of such reports and statements and other documents to be filed by the Company pursuant to Section 13, 14 or 15(d) of the Exchange Act during such period a reasonable amount of time prior to any proposed filing, and to promptly notify you of such filing; (ivi) To if necessary or appropriate, to file a registration statement pursuant to Rule 462(b) under the Act; (vii) to advise the Lead Underwriter Underwriters promptly of the happening of any event known to the Company within the time during which a Prospectus prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) Shares is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would which could require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, subject to promptly Section 5(a)(iv) hereof, to prepare and furnish furnish, at the Company’s expense, to the Underwriters promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change; (viii) to make generally available to its security holders, and to deliver to you, an earnings statement of the Company (which will satisfy the provisions of Section 11(a) of the Act) covering a period of twelve months beginning after the effective date of the Registration Statement (as defined in Rule 158(c) of the Act) as soon as is reasonably practicable after the termination of such twelve-month period but not later than March 1, 2005; (ix) to furnish to its shareholders as soon as practicable after the end of each fiscal year an annual report (including a consolidated balance sheet and consolidated statements of income, shareholders’ equity and cash flow of the Company and the Subsidiaries for such fiscal year, accompanied by a copy of the certificate or report thereon of nationally recognized independent certified public accountants); (x) to furnish to you 3 copies of the proposed amendment or supplement before filing any such amendment or supplement Registration Statement, as initially filed with the Commission Commission, and thereafter of all amendments thereto (including all exhibits thereto and documents incorporated by reference therein) and sufficient copies of the foregoing (other than exhibits) for distribution of a copy to each of the other Underwriters; (xi) to furnish to you promptly furnish at and, upon request, to each of the Company's own expense other Underwriters for a period of five years from the date of this Agreement (A) copies of any reports or other communications which the Company shall send to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may its stockholders or shall from time to time reasonably request publish or publicly disseminate, (B) copies of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will notall annual, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; (j) To file promptly quarterly and current reports filed with the Commission on Forms 10-K, 10-KSB, 10-Q and 8-K, or such other similar forms as may be designated by the Commission, (C) copies of documents or reports filed with any amendment or supplement to national securities exchange on which any class of securities of the Registration StatementCompany is listed, any Free Writing Prospectus or the Prospectus that may, in the judgment of and (D) such other information as you may reasonably request regarding the Company or the Lead UnderwriterSubsidiaries; provided, however, that in no case shall the Company be required by to furnish materials pursuant to this paragraph which are filed and publicly accessible via the Securities Act or requested by the CommissionE▇▇▇▇ database; (kxii) That, to furnish to you as early as practicable prior to filing with the Commission time of purchase and any amendment or supplement to additional time of purchase, as the Registration Statementcase may be, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, and the Company shall but not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less later than two business days before filing with the Commission during the period referred to in paragraph (g) aboveprior thereto, a copy of any document proposed the latest available unaudited interim and monthly consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent certified public accountants, as stated in their letter to be filed with the Commission furnished pursuant to Section 13, 14, or 15(d7(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulationshereof; (mxiii) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities Shares in the manner set forth therein and under the caption “Use of Proceeds” in the Prospectus; (oxiv) That not to issue, sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly or indirectly, any Common Stock or securities convertible into or exchangeable or exercisable for Common Stock or warrants or other rights to purchase Common Stock or any other securities of the Company shall not invest that are substantially similar to Common Stock, or otherwise use file or cause to be declared effective a registration statement under the proceeds received by Act relating to the offer and sale of any shares of Common Stock or securities convertible into or exercisable or exchangeable for Common Stock or other rights to purchase Common Stock or any other securities of the Company from its sale that are substantially similar to Common Stock for a period of 90 days after the date hereof (the “Lock-Up Period”), without the prior written consent of UBS, except for (A) the registration of the Underwritten Shares and the sales to the Underwriters pursuant to this Agreement, (B) issuances of Common Stock upon the exercise of options or warrants disclosed as outstanding in the Registration Statement and the Prospectus, and (C) the issuance of (i) employee stock options pursuant to stock option plans described in the Registration Statement and the Prospectus and (ii) shares of restricted stock to new employees, in the ordinary course of business and consistent with past practice, pursuant to the Company’s existing stock incentive plans described in the Registration Statement and the Prospectus, provided that such issuances pursuant to this clause (C)(i) or (ii) do not exceed an aggregate of 300,000 options or shares of common stock and that such options or shares may not be exercisable or sold during the Lock-Up period; (xv) to use its reasonable best efforts to cause the Common Stock to be listed for quotation on the National Association of Securities in such Dealers Automated Quotation National Market System (“NASDAQ”); (xvi) to maintain a manner as would require the Company to register as an investment company transfer agent and, if necessary under the Investment Company Actjurisdiction of incorporation of the Company, a registrar for the Common Stock; and (pxvii) To to pay all costs, expenses, fees and taxes (other than the extentfees and disbursements of counsel for the Underwriters, if anyexcept as set forth under Section 6 hereof or clauses (C) and (E) of this Section 5(a)(xvii)) in connection with (A) the preparation and filing of the Registration Statement, that each Preliminary Prospectus, the Prospectus, and any rating provided amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment), (B) the registration, issuance, sale and delivery of the Shares by the Company and the Selling Stockholder, including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares to the Underwriters, (C) the qualification of the Shares for offering and sale under state and foreign laws and the determination of their eligibility for investment under state and foreign laws as aforesaid (including the reasonable legal fees and filing fees and other disbursements of counsel to the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (D) any listing of the Shares on any securities exchange or qualification of the Shares for quotation on NASDAQ and any registration thereof under the Exchange Act, (E) the filing for review of the public offering of the Shares by the National Association of Securities Dealers, Inc. (the “NASD”), including the reasonable legal fees and filing fees and other disbursements of counsel to the Underwriters, (F) the fees and disbursements of any transfer agent or registrar for the Shares, (G) the cost of ground transportation for the Company and the Underwriters, and the cost of any aircraft chartered for the use of the Company and the Underwriters, in connection with the road show, and the other expenses of the Company and its representatives and agents (other than the Underwriters) incurred in connection with the road show, and (H) the performance of the Company’s and the Selling Stockholder’s other obligations hereunder. (b) The Selling Stockholder will deliver to the Underwriters, prior to at the time of purchase, a properly completed and executed United States Treasury Department Form W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof) in order to document the Underwriters’ compliance with the reporting and withholding provisions of the Tax Equity and Fiscal Responsibility Act of 1982 with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actionstransactions contemplated herein.

Certain Covenants. The Company hereby Each Warrant Holder of any Representatives' Warrants by accepting the same consents and agrees with each Underwriterthe Company that: (a) That Such Warrant Holder understands that neither the Representatives' Warrants nor the Shares may be assigned, pledged, hypothecated, sold, made subject to a security interest, or otherwise transferred unless pursuant to either (1) an effective registration statement for such Warrant Holders' Warrants and Shares under the Act or (2) any available rule or exemption from registration under the Act permitting such disposition of securities and an opinion of counsel prepared at the expense of the Warrant Holder (which counsel may be an employee of the Warrant Holder), reasonably satisfactory to counsel for the Company, that an exemption from such registration is available. (b) The Representatives' Warrants and the securities issuable upon exercise of the Representatives' Warrants are transferrable only on the registry books of the Company if surrendered at the principal office of the Company (or, in the case of the securities issuable upon exercise, the Transfer Agent), duly endorsed, or accompanied by a proper instrument of transfer, subject to the terms and conditions hereof. (c) Each of the Warrant Holders hereby acknowledges and agrees that exercise of any Representatives' Warrants shall not be permitted until the Company shall cooperate with have received reasonably satisfactory documentation that such exercise is exempt under applicable federal and state securities laws. Each of the Lead Underwriter Warrant Holders agrees to execute such other documents and legal instruments as counsel for the Underwriters and furnish such information as may be required Company reasonably deems necessary to qualify or register effect the Underwritten Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Underwritten Securities; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event compliance of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That if, at the time this Agreement is executed shares of Common Stock issuable upon exercise hereof with any applicable federal and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible; (c) To prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T;state securities laws. (d) The Company will furnish to each Underwriter, from time to time during may deem and treat the period when person in whose name a prospectus relating to Representatives' Warrant is registered as the Underwritten Securities is required to be delivered under the Securities Act, absolute owner thereof (notwithstanding any notations of ownership or writing on such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated Representatives' Warrant made by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, person other than the free writing prospectus constituting part of the Time of Sale Information; (fCompany) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; (j) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplementpurposes whatsoever, and the Company shall not file be affected by any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish notice to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actionscontrary.

Certain Covenants. The Company hereby Borrower covenants and agrees with each UnderwriterLender for the benefit of Lender that: (a) That the Company shall cooperate with the Lead Underwriter and legal counsel for the Underwriters and furnish such information as may be required to qualify or register the Underwritten Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for the distribution of the Underwritten Securities; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it to general service of process in any such jurisdiction where it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction 6.4.1 Borrower has and will advise have good and merchantable title to all of its assets, including the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purposeCollateral, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective each case as soon as possible; (c) To prepare the Prospectus in a form approved by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during owned or acquired by it, and shall keep the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number Collateral free and clear of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Actall Liens, other than those granted to Lender and the free writing prospectus constituting part of the Time of Sale Information; Ship Mortgages (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements which Liens are subject to the Registration StatementSubordination Agreements) and preferred maritime liens (subject to paragraph 5.2 hereof). Borrower will defend such title against the claims and demands of all Persons whomsoever. 6.4.2 Borrower will faithfully preserve and protect Lender's Liens in the Collateral and will, any Issuer Free Writing Prospectus or the Prospectusat its own cost and expense, (ii) of the time cause said Liens to be perfected and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may becontinued perfected, and the Company for such purpose Borrower will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably at the request of an appropriate amendment or supplement to Lender and at the Prospectus or the Time expense of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will notBorrower, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so deliveredmake, be misleadingexecute, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law; (j) To file promptly with the Commission any amendment or supplement to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplementacknowledge and deliver, and the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations; (m) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliates, the Company, shall furnishrecord, or cause to be furnishedfiled or recorded, in the proper filing places, all such instruments, documents and takenotices, including without limitation financing statements and continuation statements, as Lender may deem necessary or cause advisable from time to time in order to perfect and continue perfected said security interest. Borrower will do all such other acts and things and make, execute, acknowledge and deliver all such other instruments and documents, including without limitation further security agreements, pledges, endorsements, assignments and notices, as Lender may deem necessary or advisable from time to time in order to perfect and preserve the priority of said Liens as a first and only Lien on and security interest in the Collateral prior to the rights of all other Persons therein or thereto. 6.4.3 Borrower will not, without the prior written consent of Lender, (i) borrow or permit any Person to borrow against the Collateral other than the Loan to Borrower from Lender pursuant to this Agreement; (ii) create, incur, assume or suffer to exist any Lien with respect to any of the Collateral; (iii) permit any levy or attachment to be takenmade against any of the Collateral except any levy or attachment relating to this Agreement; or (iv) permit any financing statement, Preferred Ship Mortgage or Vessel Chattel Mortgage to be on file with respect to any such other actionsof the Collateral, except financing statements in favor of Lender in connection with this Agreement and the Ship Mortgages as exist as of the date hereof (which are subject to the Subordination Agreements).

Certain Covenants. For purposes of this Section 6, “Closing Date” shall refer to the Closing Date for the Firm Notes and any Additional Closing Date for the Optional Notes. The Company hereby covenants and agrees with each Underwriterthe Initial Purchasers that: (a) That The Company will not amend or supplement the Disclosure Package or the Offering Memorandum or any amendment or supplement thereto of which the Initial Purchasers shall not previously have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment or supplement and as to which the Initial Purchasers shall not have given its consent, other than by filing documents under the Exchange Act that are incorporated by reference therein, without the consent of the Initial Purchasers (which consent shall not be unreasonably withheld). At any time prior to the completion of the initial resale of the Securities by the Initial Purchasers, the Company shall will promptly, upon the reasonable request of the Initial Purchasers or counsel to the Initial Purchasers, make any amendments or supplements to the Disclosure Package or the Offering Memorandum that may be reasonably necessary or advisable in connection with the resale of the Notes by the Initial Purchasers. (b) The Company will use its commercially reasonable efforts to cooperate with the Lead Underwriter and legal counsel Initial Purchasers in arranging for the Underwriters qualification or exemption of the Notes for offer and furnish sale under the securities or “Blue Sky” laws of such information jurisdictions as the Initial Purchasers may designate and will continue any such qualifications or exemptions in effect for as long as may be required necessary to qualify or register the Underwritten Securities for sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws and shall continue such qualifications, registrations and exemptions in effect so long as required for complete the distribution of the Underwritten SecuritiesNotes by the Initial Purchasers; provided provided, however, that in connection therewith the Company shall not be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or to take any other action that would subject it to general service of process or to taxation in respect of doing business in any such jurisdiction where in which it is not presently qualified or where it would be subject to taxation as a foreign corporation; and that the Company shall use its best efforts to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities for offering, sale or trading in any jurisdiction and will advise the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment; (b) That if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before the offering of the Underwritten Securities may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible;otherwise subject. (c) To prepare If, at any time prior to the Prospectus in a form approved completion of the resale by the Underwriters and to cause to be transmitted to the Commission for filing pursuant to Rule 424(b) Initial Purchasers of the Securities Act Regulations by means reasonably calculated to Notes, any event shall occur as a result of which it is necessary, in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number opinion of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain Initial Purchasers, to amend or supplement the consent Disclosure Package or the Offering Memorandum in order to make the Disclosure Package or Offering Memorandum not misleading in the light of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of Underwritten Securities, (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission or any securities exchange and (iii) such other information as the Lead Underwriter may reasonably request regarding the Company; (i) To advise the Lead Underwriter promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the Underwriters, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used so that the Prospectus or Time of Sale Information would not, circumstances existing at the time it is delivered to a purchaser, or if for any other reason it shall be necessary to amend or supplement the Disclosure Package or the Offering Memorandum in order to comply with applicable laws, rules or regulations, the Company shall notify the Initial Purchasers of any such event and (subject to Section 6(a)) forthwith amend or supplement such Disclosure Package or Offering Memorandum at its own expense so that, as so amended or supplemented, such Disclosure Package or Offering Memorandum will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were are made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare misleading and furnish to the Underwriters copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish at the Company's own expense to the Underwriters and to dealers, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply with the law;all applicable laws, rules or regulations. (jd) To file promptly with The Company will, without charge, provide to the Commission Initial Purchasers and to counsel to the Initial Purchasers as many copies of each of the Disclosure Package, the Offering Memorandum or any amendment or supplement to thereto as the Registration Statement, any Free Writing Prospectus Initial Purchasers or the Prospectus that may, in the judgment of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission;its counsel may reasonably request. (ke) That, prior to filing with During the Commission any amendment or supplement to period of three years from the Registration Statement, any Issuer Free Writing Prospectus or the ProspectusClosing Date, the Company shall will furnish to the Lead Underwriter for review Initial Purchasers as soon as practicable after mailing, a copy of each such proposed amendment report and other communication (financial or supplement, and otherwise) of the Company shall not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish mailed to the Lead UnderwriterTrustee or the holders of the Notes, not less stockholders or any national securities exchange on which any class of securities of the Company may be listed other than two business days before filing with the Commission during the period referred to in paragraph (g) above, a copy of any document proposed to be materials filed with the Commission pursuant to Section 13, 14, or 15(d) of the Exchange Act and during the period of five years hereafter to file all such documents and reports in the manner and within the time periods required by the Exchange Act and the Exchange Act Regulations;via ▇▇▇▇▇. (mf) Not to, and to use its best efforts to cause its officers, directors and affiliates not to, (A) take, directly or indirectly prior to termination of the underwriting syndicate contemplated by this Agreement, any action designed to stabilize or manipulate the price of any security of the Company, or which may cause or result in, or which might in the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securities; (n) That the The Company will comply with all of the provisions of any undertakings in the Registration Statement and apply the net proceeds from the sale of the Underwritten Securities Notes as set forth under “Use of Proceeds” in the manner set forth therein Disclosure Package and in the Prospectus;Offering Memorandum. (og) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale None of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company Act; and (p) To the extent, if any, that any rating provided with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions by the Company or any of its affiliatesaffiliates (as defined in Rule 144(a) under the Security Act) will sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any “security” (as defined in the Securities Act) which could be integrated with the sale of the Notes in a manner which would require the registration of such Notes under the Securities Act. (h) For so long as the Notes constitute “restricted” securities within the meaning of Rule 144(a)(3) under the Securities Act, the Company will not, and will not permit any subsidiary to, solicit any offer to buy or offer to sell the Notes by means of any form of general solicitation or general advertising (as those terms are used in Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(a)(2) of the Securities Act. (i) For so long as any of the Notes remain outstanding and are “restricted securities” within the meaning of Rule 144(a)(3) under the Securities Act and not able to be sold in their entirety by a seller under Rule 144 under the Securities Act (or any successor provision), the Company will make available, upon request, to any such seller of such Notes the information specified in Rule 144A(d)(4) under the Securities Act, unless Company is then subject to Section 13 or 15(d) of the Exchange Act. (j) During the period from the Closing Date until one year after the Closing Date, without the prior written consent of the Initial Purchasers, the Company will not, and will not permit any of its “affiliates” (as defined in Rule 144(a) under the Securities Act) to, resell any of the Notes which constitute “restricted securities” under Rule 144 that have been reacquired by any of them. (k) The Company will not take any action prohibited by Regulation M under the Exchange Act, in connection with the distribution of the Notes contemplated hereby. (l) The Company will permit the Notes to be eligible for clearance and settlement through The Depository Trust Company. (m) The Company will, shall furnishat all times, reserve and keep available, free of preemptive rights, enough shares of Common Stock for the purpose of enabling the Company to satisfy its obligations to issue the full number of Underlying Shares upon conversion of the Notes. (n) Upon conversion of the Notes, The Company will use its best efforts to effect and maintain the listing of the Underlying Shares on Nasdaq. (o) During the period of 90 days from the date of the Offering Memorandum, without the prior written consent of the Initial Purchasers, the Company (i) will not offer, pledge, sell, contract to sell, grant any option or contract to purchase, purchase any option or contract to sell, or cause otherwise dispose of, directly or indirectly, any capital stock, any other equity security of the Company and any security convertible into, or exercisable or exchangeable for, any of the Company’s capital stock or other such equity security (each a “Relevant Security”), or make any announcement of any of the foregoing and (ii) will not otherwise enter into any swap, derivative or other transaction or arrangement that transfers to another, in whole or in part, any economic consequence of ownership of a Relevant Security, whether or not such transaction is to be furnishedsettled by delivery of Relevant Securities, such documents other securities, cash or other consideration, other than the sale of Notes (including the Guarantees) as contemplated by this Agreement and takethe issuance of the Underlying Shares, and the Company’s issuance of shares of Common Stock upon (i) the conversion or exchange of convertible or exchangeable securities outstanding on the date hereof; (ii) the exercise of currently outstanding options; (iii) the exercise of currently outstanding warrants; and (iv) the grant and exercise of options, restricted stock awards and restricted stock units under, or cause the issuance and sale of shares pursuant to, employee and director stock option plans in effect on the date hereof, each as described in the Disclosure Package and the Offering Memorandum. The Company will not file a registration statement under the Securities Act in connection with any transaction by the Company or any person that is prohibited pursuant to the foregoing, except for registration statements on Form S-8 relating to employee benefit plans and for a universal shelf registration statement for which there will be no takedown during such 90-day period. (p) The Company will use its reasonable best efforts to do and perform all things required to be takendone and performed by it under this Agreement and the other Offering Documents prior to or after the Closing Date and will use its reasonable best efforts to satisfy all conditions on its part to the obligations of the Initial Purchasers to purchase and accept delivery of the Notes. (q) Between the date hereof and the issuance of the Notes, the Company will not do or authorize any such other actionsact or thing that would result in a conversion rate adjustment to the Notes assuming they are outstanding.

Certain Covenants. (a) The Company hereby agrees with each Underwriteragrees: (ai) That the Company shall cooperate with the Lead Underwriter and legal counsel for the Underwriters and to furnish such information as may be required and otherwise to qualify or register cooperate in qualifying the Underwritten Securities Shares for offering and sale under (or obtain exemptions from the application of) the state securities or blue sky laws of those jurisdictions designated by the Lead Underwriter; that the Company shall comply with such laws states as you may designate and shall continue to maintain such qualifications, registrations and exemptions qualifications in effect so long as required for the distribution of the Underwritten SecuritiesShares; provided that the Company shall not be required to qualify as a foreign corporation or to take any action that would subject it consent to general the service of process in under the laws of any such jurisdiction where it is not presently qualified or where it would be subject state (except service of process with respect to taxation as a foreign corporationthe offering and sale of the Shares); and that to promptly advise you of the receipt by the Company shall use its best efforts of any notification with respect to prevent the suspension of the qualification or registration of (or any such exemption relating to) the Underwritten Securities Shares for offering, sale or trading in any jurisdiction and will advise or the Lead Underwriter promptly of such suspension or any initiation or threat of any proceeding for any such purpose, and that ; (ii) to make available to the Underwriters in the event New York City as many copies of the issuance Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any order suspending such qualificationamendments or supplements thereto) as the Underwriters may reasonably request for the purposes contemplated by the Act; in case any Underwriter is required to deliver (whether physically or through compliance with Rule 172 under the Act or any similar rule), registration or exemptionin connection with the sale of the Shares, a prospectus beyond the nine-month period referred to in Section 10(a)(3) of the Act in connection with the sale of the Shares, the Company shall use will prepare promptly upon request, but at its best efforts expense, such amendment or amendments to the Registration Statement and such prospectuses as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Act; (iii) to advise you promptly, confirming such advice in writing, of any request by the Commission for amendments or supplements to the Registration Statement, any Prepricing Prospectus, the Prospectus or any Permitted Free Writing Prospectus or for additional information with respect thereto, or of notice of institution of proceedings for, or the entry of a stop order suspending the effectiveness of the Registration Statement and, if the Commission should enter a stop order suspending the effectiveness of the Registration Statement, to make every reasonable effort to obtain the withdrawal thereof at lifting or removal of such order as soon as possible; to advise you promptly of any proposal to amend or supplement the earliest possible momentRegistration Statement, any Prepricing Prospectus or the Prospectus, including by filing any documents that would be incorporated therein by reference and to file no such amendment or supplement to which you shall object in writing; (biv) That to file promptly all reports and any definitive proxy or information statement required to be filed by the Company with the Commission in order to comply with the Exchange Act subsequent to the date of the Prospectus and for so long as a prospectus is required by the Act to be delivered (whether physically or through compliance with Rule 172 under the Act or any similar rule) in connection with any sale of the Shares, and to promptly notify you of such filing; (v) if, at the time this Agreement is executed and delivered, it is necessary for the Registration Statement or a post-effective amendment to the Registration Statement thereto to be declared effective before the offering of the Underwritten Securities Shares may commence, the Company will endeavor to cause the Registration Statement or such post-effective amendment to become effective as soon as possiblepossible and will advise you promptly and, if requested by you, will confirm such advice in writing, when the registration statement or such post-effective amendment has become effective; (cvi) To prepare the Prospectus in a form approved by the Underwriters and to cause furnish to be transmitted you and, upon request, to the Commission for filing pursuant to Rule 424(b) each of the Securities Act Regulations by means reasonably calculated to result in filing with the Commission pursuant to such Rule; which Prospectus and Issuer Free Writing Prospectus and any amendments or supplements thereto furnished to the other Underwriters will be identical to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; (d) The Company will furnish to each Underwriter, from time to time during the period when a prospectus relating to the Underwritten Securities is required to be delivered under the Securities Act, such number of copies of the Prospectus and each Free Writing Prospectus (as amended or supplemented) as such Underwriter may reasonably request for the purposes contemplated by the Securities Act or the Exchange Act or the respective applicable rules and regulations of the Commission thereunder; (e) To furnish a copy of each proposed Free Writing Prospectus to the Lead Underwriter and counsel for the Underwriters and obtain the consent of the Lead Underwriter prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the free writing prospectus constituting part of the Time of Sale Information; (f) To comply with the requirements of Section 3 hereof and Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing pursuant to Rule 433(d) with the Commission (by means reasonably calculated to result in filing with the Commission pursuant to such Rule), legending and record keeping, as applicable; (g) That, for a period of 90 days after the date of this Agreement or such earlier date as each Underwriter shall have resold all of the Underwritten Securities underwritten by it, the Company shall promptly advise the Lead Underwriter in writing (i) of the receipt of any comments of, or requests for additional or supplemental information from, the Commission or any request by the Commission for amendments or supplements to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, (ii) of the time and date of any filing of any post-effective amendment to the Registration Statement or any amendment or supplement to any Issuer Free Writing Prospectus or the Prospectus, (iii) of the time and date that any post-effective amendment to the Registration Statement becomes effective and (iv) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or of any order preventing or suspending the use of any Issuer Free Writing Prospectus or the Prospectus; and, if the Commission shall enter any such stop order at any time, the Company will use its best efforts to obtain the lifting of such order at the earliest possible moment; the Company shall, within such period, advise the Lead Underwriter promptly of any proposal to prepare, use, authorize, approve or file any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, shall furnish to the Lead Underwriter for review a copy of each proposed amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and the Company will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus or file any such amendment or supplement or use any such Prospectus to which the Lead Underwriter shall reasonably object; additionally, the Company agrees that it shall comply with the provisions of Rules 424(b) under the Securities Act and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) were received in a timely manner by the Commission; (h) To furnish to the Lead Underwriter for a period of five three years from the date of this Agreement (i) as soon as availablecopies of any reports or other communications which the Company shall send to its shareholders or shall from time to time publish or publicly disseminate, (ii) copies of all annual, quarterly and current reports filed with the Commission on Forms 10-K, 10-Q and 8-K, or such other communications supplied to holders of Underwritten Securitiessimilar form as may be designated by the Commission, (iiiii) as soon as practicable after the filing thereofupon request, copies of all documents or reports filed by with any national securities exchange on which any class of securities of the Company with the Commission or any securities exchange is listed, and (iiiiv) such other information as the Lead Underwriter you may reasonably request regarding the CompanyCompany or the Subsidiaries, in each case as soon as such communications, documents or information becomes available; provided, however, that in no case shall the Company be required to furnish materials pursuant to this paragraph which are filed and publicly accessible via ▇▇▇▇▇ or any successor database; (ivii) To to advise the Lead Underwriter Underwriters promptly of the happening of any event known to the Company within the time during which a Prospectus relating to the Underwritten Securities (or in lieu thereof the notice referred to in Rule 173(a) Shares is required under the Securities Act Regulations) is required to be delivered under (whether physically or through compliance with Rule 172 or any similar rule) in connection with any sale of the Securities Act Regulations Shares, which, in the judgment of the Company or in the reasonable opinion of the Lead Underwriter or legal counsel for the UnderwritersCompany, (A) would require the making of any change in the Prospectus or the Time of Sale Information then being used used, or in the information incorporated therein by reference, so that the Prospectus or Time of Sale Information would not, at the time it is delivered to a purchaser, not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were are made, not misleading, (B) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Underwritten Securities, or (C) if it is necessary at any time to amend or supplement the Prospectus or the Time of Sale Information to comply with any law and, during such time, to promptly prepare and furnish furnish, at the Company’s expense, to the Underwriters copies promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change and to furnish you a copy of the such proposed amendment or supplement before filing any such amendment or supplement with the Commission Commission; (viii) to make generally available to its security holders, and thereafter promptly to deliver to you, as soon as reasonably practicable, but not later than 16 months after the date of this Agreement, an earning statement of the Company satisfying the provisions of the last paragraph of Section 11(a) of the Act and Rule 158(c) thereunder; (ix) to furnish at or make available to its shareholders as soon as practicable after the end of each fiscal year an annual report (including a balance sheet and statements of income, shareholders’ equity and of cash flow of the Company's own expense to the Underwriters and to dealers) for such fiscal year, copies in such quantities and at such locations as the Lead Underwriter may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Time of Sale Information so that the Prospectus or the Time of Sale Information as so amended or supplemented will not, in the light accompanied by a copy of the circumstances when it certificate or report thereon of nationally recognized independent registered public accountants; (or in lieu thereof the notice referred x) to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading, or in the case furnish to you three conformed copies of any Issuer Free Writing Prospectus, conflict with the information contained in each of the Registration Statement, or so that the Prospectus or the Time of Sale Information, as amended or supplemented, will comply initially filed with the lawCommission, and of all amendments thereto (including all exhibits thereto and documents incorporated by reference therein) and sufficient conformed copies of the foregoing (other than exhibits) for distribution of a copy to each of the other Underwriters; (jxi) To file promptly with the Commission any amendment or supplement to furnish to you as early as practicable prior to the Registration Statement, any Free Writing Prospectus or the Prospectus that may, in the judgment time of the Company or the Lead Underwriter, be required by the Securities Act or requested by the Commission; (k) That, prior to filing with the Commission any amendment or supplement to the Registration Statement, any Issuer Free Writing Prospectus or the Prospectus, the Company shall furnish to the Lead Underwriter for review a copy of each such proposed amendment or supplement, purchase and the Company shall additional time of purchase, as the case may be, but not file any such proposed amendment or supplement to which the Lead Underwriter reasonably objects; (l) To furnish to the Lead Underwriter, not less later than two business days prior thereto, a copy of the latest available unaudited interim consolidated financial statements, if any, of the Company and the Subsidiaries which have been read by the Company’s independent registered public accountants, as stated in their letter to be furnished pursuant to Section 6(d) hereof; (xii) to apply the net proceeds from the sale of the Shares, in all material respects, in the manner set forth under the caption “Use of proceeds” in the Prospectus; (xiii) to furnish to you, before filing with the Commission subsequent to the effective date of the Registration Statement and during the period referred to in paragraph (gvii) above, a copy of any document proposed to be filed with the Commission pursuant to Section 13, 14, 14 or 15(d) of the Exchange Act; (xiv) to pay all expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, the Basic Prospectus, any Prepricing Prospectus, the Prospectus Supplement, the Prospectus, any Permitted Free Writing Prospectus and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment), (ii) the registration, issue, sale and delivery of the Shares including any stock or transfer taxes and stamp or similar duties payable upon the sale, issuance or delivery of the Shares to the Underwriters, (iii) the word processing and/or printing of this Agreement, any Agreement Among Underwriters and any dealer agreements and the reproduction and/or printing and furnishing of copies of each thereof to the Underwriters and to dealers (including costs of mailing and shipment), (iv) the qualification of the Shares for offering and sale under state laws and the determination of their eligibility for investment under state law as aforesaid (including the legal fees and filing fees and other disbursements of counsel to the Underwriters) and the printing and furnishing of copies of any blue sky surveys or legal investment surveys to the Underwriters and to dealers, (v) any filing for review of the public offering of the Shares by FINRA (including the legal fees and filing fees and other disbursements of counsel to the Underwriters with respect thereto) in an aggregate amount of up to $2,500, (vi) any listing of the Shares on any securities exchange and any registration thereof under the Exchange Act, (vii) the fees and disbursements of any transfer agent or registrar for the Shares, (viii) the costs and expenses of the Company relating to presentations or meetings undertaken in connection with the marketing of the offering and sale of the Shares to prospective investors and the Underwriters’ sales forces, including, without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged in connection with the road show presentations, travel, lodging and other expenses incurred by the officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, and (ix) the performance of the Company’s other obligations hereunder; (xv) to comply with Rule 433(g) under the Act; (xvi) not to (i) sell, offer to sell, contract to sell, hypothecate, pledge, grant any option to sell or otherwise dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of Section 16 of the Exchange Act with respect to, any Common Shares or securities convertible into or exchangeable or exercisable for Common Shares or options, warrants or other rights to purchase Common Shares or any other shares of the Company that are substantially similar to Common Shares, (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 Shares or any securities convertible into or exercisable or exchangeable for Common Shares, whether any such transaction is to be settled by delivery of Common Shares or such other securities, in cash or otherwise, (iii) publicly announce an intention to effect any transaction specified in clause (i) or (ii), or (iv) file a registration statement under the Act relating to the offer and sale of any Common Shares or securities convertible into or exchangeable or exercisable for Common Shares or options, warrants or other rights to purchase Common Shares or any other shares of the Company that are substantially similar to Common Shares for a period of sixty (60) days after the date hereof (the “Lock-up Period”) without the prior written consent of Citigroup Global Markets Inc., except for (i) the registration of the Shares and the sales to the Underwriters pursuant to this Agreement, (ii) issuances of Common Shares upon the exercise of outstanding options or warrants as disclosed in the Registration Statement, each Prepricing Prospectus and the Prospectus, (iii) the issuance of employee stock options not exercisable during the Lock-up Period pursuant to stock option plans, if any, described in the Registration Statement, each Prepricing Prospectus and the Prospectus, (iv) issuances of Common Shares to the trustees and officers of the Company and directors, officers and employees of RMR pursuant to the Company’s Equity Compensation Plan described in the Registration Statement, each Prepricing Prospectus and the Prospectus and to RMR in payment of its incentive fee in accordance with the Company’s business management agreement with RMR filed as an exhibit to the Registration Statement and (v) issuances of Common Shares as partial or full payment for properties directly or indirectly acquired or to be acquired by the Company or its subsidiaries; provided that, the Company shall have conditioned such issuances of Common Shares upon agreement of the recipients to the restrictions of this paragraph; provided, however, that if (a) during the period that begins on the date that is fifteen (15) calendar days plus three (3) business days before the last day of five years hereafter the Lock-Up Period and ends on the last day of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to file all such documents and reports in the manner and within Company occurs; or (b) prior to the time periods required expiration of the Lock-Up Period, the Company announces that it will release earnings results during the sixteen (16) day period beginning on the last day of the Lock-Up Period, then the restrictions imposed by this 5(a)(xvi) shall continue to apply until the Exchange Act and expiration of the Exchange Act Regulationsdate that is fifteen (15) calendar days plus three (3) business days after the date on which the issuance of the earnings release or the material news or material event occurs; (mxvii) Not to, and to use its best efforts to cause the Shares to be listed on the NYSE; (xviii) to use its officers, directors and affiliates not to, (A) take, directly or indirectly prior best efforts to termination continue to qualify as a REIT under Sections 856 through 860 of the underwriting syndicate contemplated by this AgreementCode; (xix) to maintain a transfer agent and, any action designed to stabilize or manipulate if necessary under the price jurisdiction of any security formation of the Company, or which may cause or result in, or which might in a registrar for the future reasonably be expected to cause or result in, the stabilization or manipulation of the price of any security of the Company, to facilitate the sale or resale of any of the Underwritten Securities, (B) sell, bid for, purchase or pay anyone (other than the Underwriters as disclosed in the each of the Time of Sale Information and Prospectus) any compensation for soliciting purchases of the Underwritten Securities or (C) pay or agree to pay to any person any compensation for soliciting any order to purchase any other securitiesCommon Shares; (nxx) That prior to the time of purchase, to issue no press release or other communication directly or indirectly and hold no press conferences with respect to the Company will comply with all or any Subsidiary, the financial condition, results of operations, business, properties, assets, or liabilities of the provisions of Company or any undertakings in Subsidiary, or the Registration Statement and apply the net proceeds from the sale offering of the Underwritten Securities in the manner set forth therein and in the Prospectus; (o) That the Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Underwritten Securities in such a manner as would require the Company to register as an investment company under the Investment Company ActShares, without your prior consent; and (pxxi) To not, at any time at or after the extentexecution of this Agreement, if anyto, directly or indirectly, offer or sell any Shares by means of any “prospectus” (within the meaning of the Act), or use any “prospectus” (within the meaning of the Act) in connection with the offer or sale of the Shares, in each case other than the Prospectus. (b) Each Underwriter represents, severally and not jointly, that it has not and will not use any rating provided “free writing prospectus,” as defined in Rule 405 under the Securities Act, required to be filed with respect to the Underwritten Securities by the applicable rating agency is conditional upon the furnishing of documents or the taking of any actions Commission by the Company or any of its affiliatesUnderwriter pursuant to Rule 433 under the Act, other than any free writing prospectus listed on Schedule B hereto or otherwise consented to by the Company, shall furnish, or cause to be furnished, such documents and take, or cause to be taken, any such other actions.