Common use of Covenants of the Company Clause in Contracts

Covenants of the Company. The Company covenants and agrees with the Underwriter as follows: (a) The Company shall use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Underwriter and confirm by notice in writing: (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.

Covenants of the Company. The Company covenants and agrees with the Underwriter as followsseveral Underwriters that: (a) The Company shall CPS will use its best efforts to cause the Registration Statement Statement, if not effective at the Execution Time, and any amendments thereto amendment thereto, to become effective as promptly soon as reasonably practicable thereafter or, if the procedure in Rule 430A is followed, prepare and will not timely file with the Commission under Rule 424(b) a Final Prospectus containing information previously omitted at any time, whether before or after the effective date time of effectiveness of the Registration Statement, file any amendment Statement in reliance upon Rule 430A. Prior to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by Certificates, CPS will not file any amendment of the Underwriter which Registration Statement or amendment or supplement (including the Underwriter shall not previously have been advised and furnished with a copy; Final Prospectus or (iiany Preliminary Final Prospectus) to the Base Prospectus or any Rule 462(b) Registration Statement unless CPS has furnished to each of the Underwriters a copy for its review prior to filing and will not file any such proposed amendment or supplement to which any of the Underwriter shall have objected; or (iii) Underwriters reasonably objects and which is not in compliance with the Act, the Exchange 1933 Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company . CPS will promptly advise the Underwriter and confirm by notice in writing: Underwriters (i) when the Registration Statement, as amendedif not effective at the Execution Time, becomes and any amendment thereto, shall have become effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, ; (ii) when the Prospectus has Final Prospectus, and any supplement thereto, shall have been filed in accordance with said the Commission pursuant to Rule 430A and when 424(b); (iii) when, prior to termination of the offering of the Certificates, any post-effective amendment to the Registration Statement becomes shall have been filed or become effective; (iiiv) of any request by the Commission for any amendment of the Registration Statement or supplement to the Final Prospectus or for any other additional information; (v) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or of any proceeding for that purpose; and (iiivi) of the issuance receipt by any state securities commission CPS of any proceedings for notification with respect to the suspension of the qualification of the Securities Certificates for offering or sale in any jurisdiction or of the initiation, or the threatening, initiation of any proceeding for that such purpose; . CPS will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued or suspended, to obtain as soon as possible the withdrawal thereof. (ivb) Prior to the filing thereof with the Commission, CPS will submit to each of the receipt Underwriters, for its approval after reasonable notice thereof, such approval not to be unreasonably withheld or delayed, a copy of any comments from post-- effective amendment to the Commission; and (vRegistration Statement, any Rule 462(b) Registration Statement proposed to be filed or a copy of any request document proposed to be filed under the 1934 Act before the termination of the offering of the Certificates by the Underwriters if such document would be deemed to be incorporated by reference into the Registration Statement or Final Prospectus. (c) The Company will deliver to, or upon the order of, the Underwriters, from time to time, as many copies of any Preliminary Final Prospectus as the Underwriters may reasonably request. The Company will deliver to, or upon the order of, the Underwriters during the period when delivery of a Final Prospectus is required under the 1933 Act, as many copies of the Final Prospectus, or as thereafter amended or supplemented, as the Underwriters may reasonably request. The Company will deliver to the Underwriters at or before the Closing Date, two signed copies of the Registration Statement and all amendments thereto including all exhibits filed therewith, and will deliver to the Underwriters such number of copies of the Registration Statement (including such number of copies of the exhibits filed therewith that may reasonably be requested), including documents filed under the 1934 Act and deemed to be incorporated by reference therein, and of all amendments thereto, as the Underwriters may from time to time reasonably request. (d) The Company will, and will cause the Trust to, comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations, so as to permit the completion of the distribution of the Certificates as contemplated in this Agreement and the Final Prospectus. If during the period in which a prospectus is required by law to be delivered by an Underwriter or dealer in connection with the sale of any Certificates, any event shall occur as a result of which, in the judgment of the Company or in the reasonable opinion of the Underwriters, it becomes necessary to amend or supplement the Final Prospectus in order to make the statements therein, in the light of the circumstances existing at the time the Final Prospectus is delivered to a purchaser, not misleading, or, if it is necessary at any time to amend or supplement the Final Prospectus to comply with any law or to file under the 1934 Act any document which would be deemed to be incorporated by reference in the Registration Statement to comply with the 1933 Act or the 1934 Act, the Company will promptly notify each of the Underwriters and will promptly either (i) prepare and file, or cause to be prepared and filed, with the Commission for any an appropriate amendment to the Registration Statement or any amendment or supplement to the Final Prospectus or for additional information. If (ii) prepare and file, or cause to be prepared and filed, with the Commission (at the expense of the Company) an appropriate filing under the 1934 Act which shall be incorporated by reference in the Final Prospectus so that the Final Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Final Prospectus will comply with applicable law. (e) The Company will cooperate with the Underwriters in endeavoring to qualify the Certificates for sale under the laws of such jurisdictions as the Underwriters may designate and will maintain such qualifications in effect so long as required for the distribution of the Certificates, except that the Company will not be obligated to qualify the Certificates in any state securities commission or regulatory authority shall enter a stop order or suspend jurisdiction in which such qualification at would require the Company to qualify to do business as a foreign corporation, file a general or unlimited consent to service of process or subject itself to taxation in any such jurisdiction to which it is not subject and will arrange for the determination of the legality of the Certificates for purchase by institutional investors. The Company will, from time to time, prepare and file such statements, reports, and other documents as are or may be required to continue such qualifications in effect for so long a period as the Underwriters may reasonably request for distribution of the Certificates. (f) The Company shall not invest, or otherwise use the proceeds received by the Company from its sale of the Certificates in such a manner as would require the Company, CPS or the Trust to register as an investment company under the 1940 Act. (g) Until the retirement of the Certificates, or until such time as the Underwriters shall cease to maintain a secondary market in the Certificates, whichever occurs first, the Company will deliver to each Underwriter the annual statements of compliance and the annual independent certified public accountant's reports furnished to the Trustee pursuant to the Pooling and Servicing Agreement, as soon as such statements and reports are furnished to the Trustee. (h) The Company or CPS shall, from the date hereof through and including the Closing Date, furnish, or cause to be furnished, or make every reasonable available, or cause to be made available, to each Underwriter or its counsel such additional documents and information regarding each of them and their respective affairs as each Underwriter may from time to time reasonably request and which the Company or CPS possess or can acquire without unreasonable effort or expense, including any and all documentation requested in connection with such Underwriter's due diligence efforts regarding information in the Registration Statement and the Final Prospectus and in order to obtain promptly evidence the lifting accuracy or completeness of any of the conditions contained in this Agreement; and all actions taken by the Company or CPS to authorize the sale of the Certificates shall be reasonably satisfactory in form and substance to each Underwriter. (i) The Company will cause the Trust to make generally available to Certificateholders as soon as practicable, but no later than sixteen months after the Effective Date, an earnings statement of the Trust covering a period of at least twelve consecutive months beginning after such Effective Date and satisfying the provisions of Section 11(a) of the Act (including Rule 158 promulgated thereunder). (j) So long as any of the Certificates are outstanding, the Company will furnish to the Underwriters copies of all reports or other communications (financial or otherwise) furnished or made available to Certificateholders, and deliver to the Underwriters during such period, (i) as soon as they are available, copies of any reports and financial statements filed by or on behalf of the Trust or the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended, and (ii) such additional information concerning the business and financial condition of the Company as the Underwriter may from time to time reasonably request. (k) On or before the Closing Date, the Company and CPS and ▇▇▇▇▇ shall cause the respective computer records of the Company and CPS and Samco relating to the Receivables to be marked to show the Trustee's absolute ownership of the Receivables, and from and after the Closing Date neither the Company nor CPS nor Samco shall take any action inconsistent with the Trustee's ownership of such orderReceivables, other than as expressly permitted by the Pooling and Servicing Agreement. (l) To the extent, if any, that the ratings provided with respect to the Certificates by either of the Rating Agencies is conditional upon the furnishing of documents or the taking of any other actions by the Company or CPS, CPS shall, or shall cause the Company to, furnish such documents and take any such other actions. (m) On the Closing Date, the Company and CPS shall cause the Certificate Insurer to issue the Policy to the Trustee for the benefit of the holders of the Certificates in form and substance satisfactory to each Underwriter.

Covenants of the Company. (a) The Company covenants and agrees with the Underwriter as follows: (ai) The Company shall will use its best efforts to cause the Registration Statement Statement, if not effective at the time of execution of this Agreement, and any amendments thereto thereto, to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to possible. The Company shall prepare the Prospectus or in a form approved by the Representatives and file any document such Prospectus pursuant to Rule 424(b) under the Exchange Act: (i) before termination Securities Act not later than the Commission's close of business on the offering second business day following the execution and delivery of the Securities this Agreement, or, if applicable, such earlier time as may be required by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or Rules. (ii) to which the Underwriter The Company shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will promptly advise the Underwriter and confirm by notice Representatives in writing: writing (iA) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; shall have become effective or any supplement to the Prospectus shall have been filed, (iiB) of any request by the Commission for any amendment of the Registration Statement or the Prospectus or for any additional information, (C) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, preliminary prospectus or the institution or threatening of any proceeding for that purpose; purpose and (iiiD) of the issuance receipt by any state securities commission the Company of any proceedings for notification with respect to the suspension of the qualification of the Securities Shares for offering or sale in any jurisdiction or of the initiation, initiation or the threatening, threatening of any proceeding for that such purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for . The Company shall not file any amendment to of the Registration Statement or any amendment or supplement to the Prospectus or any document incorporated by reference in the Registration Statement unless the Company has furnished the Representatives a copy for additional informationits review prior to filing and shall not file any such proposed amendment or supplement to which the Representatives reasonably object. The Company shall use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (iii) If, at any time when a prospectus relating to the Shares is required to be delivered under the Securities Act and the Rules, any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply with the Securities Act or the Rules, the Company promptly shall prepare and file with the Commission, subject to the second sentence of paragraph (ii) of this Section 5(a), an amendment or supplement which shall correct such statement or omission or an amendment which shall effect such compliance. (iv) The Company shall make generally available to its security holders and to the Representatives as soon as practicable, but not later than 45 days after the end of the 12-month period beginning at the end of the fiscal quarter of the Company during which the Effective Date occurs (or 90 days if such 12-month period coincides with the Company's fiscal year), an earning statement (which need not be audited) of the Company, covering such 12-month period, which shall satisfy the provisions of Section 11(a) of the Securities Act or Rule 158 of the Rules. (v) The Company shall furnish to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including all exhibits thereto and amendments thereof) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and all amendments thereof and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Securities Act or the Rules, as many copies of any preliminary prospectus and the Prospectus and any amendments thereof and supplements thereto as the Representatives may reasonably request. If applicable, the copies of the Registration Statement and Prospectus and each amendment and supplement thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. (vi) The Company shall cooperate with the Representatives and their counsel in endeavoring to qualify the Shares for offer and sale in connection with the offering under the laws of such jurisdictions as the Representatives may designate and shall maintain such qualifications in effect so long as required for the distribution of the Shares; provided, however, that the Company shall not be required in connection therewith, as a condition thereof, to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or subject itself to taxation as doing business in any jurisdiction. (vii) The Company, during the period when the Prospectus is required to be delivered under the Securities Act and the Rules or the Exchange Act, will file all reports and other documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the regulations promulgated thereunder. (viii) Without the prior written consent of CIBC World Markets Corp., for a period of 180 days after the date of this Agreement, the Company and each of its individual directors and executive officers shall not issue, sell or register with the Commission (other than on Form S-8 or on any successor form), or otherwise dispose of, directly or indirectly, any equity securities of the Company (or any state securities commission convertible into, exercisable for or regulatory authority exchangeable for equity securities of the Company), except for the issuance of the Shares pursuant to the Registration Statement and the issuance of shares pursuant to the Company's existing stock option plan or bonus plan as described in the 24 Registration Statement and the Prospectus. In the event that during this period, (A) any shares are issued pursuant to the Company's existing stock option plan or bonus plan that are exercisable during such 180 day period or (B) any registration is effected on Form S-8 or on any successor form relating to shares that are exercisable during such 180 period, the Company shall enter obtain the written agreement of such grantee or purchaser or holder of such registered securities that, for a stop order period of 180 days after the date of this Agreement, such person will not, without the prior written consent of CIBC World Markets Corp., offer for sale, sell, distribute, grant any option for the sale of, or suspend otherwise dispose of, directly or indirectly, or exercise any registration rights with respect to, any shares of Common Stock (or any securities convertible into, exercisable for, or exchangeable for any shares of Common Stock) owned by such qualification at person. (ix) On or before completion of this offering, the Company shall make all filings required under applicable securities laws and by the Nasdaq National Market (including any timerequired registration under the Exchange Act). (x) Prior to the Closing Date, the Company will make every issue no press release or other communications directly or indirectly and hold no press conference with respect to the Company, the condition, financial or otherwise, or the earnings, business affairs or business prospects of any of them, or the offering of the Shares without the prior written consent of the Representatives unless in the judgment of the Company and its counsel, and after notification to the Representatives, such press release or communication is required by law. (xi) The Company will apply the net proceeds from the offering of the Shares in the manner set forth under "Use of Proceeds" in the Prospectus. (b) The Company agrees to pay, or reimburse if paid by the Representatives, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, all costs and expenses incident to the public offering of the Shares and the performance of the obligations of the Company under this Agreement including those relating to: (i) the preparation, printing, filing and distribution of the Registration Statement including all exhibits thereto, each preliminary prospectus, the Prospectus, all amendments and supplements to the Registration Statement and the Prospectus and any document incorporated by reference therein, and the printing, filing and distribution of this Agreement; (ii) the preparation and delivery of certificates for the Shares to the Underwriters; (iii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of the various jurisdictions referred to in Section 5(a)(vi), including the reasonable effort fees and disbursements of counsel for the Underwriters in connection with such registration and qualification and the preparation, printing, distribution and shipment of preliminary and supplementary Blue Sky memoranda; (iv) the furnishing (including costs of shipping and mailing) to obtain promptly the lifting Representatives and to the Underwriters of copies of each preliminary prospectus, the Prospectus and all amendments or supplements to the Prospectus, and of the several documents required by this Section to be so furnished, as may be reasonably requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; (v) the filing fees of the NASD in connection with its review of the terms of the public offering and reasonable fees and disbursements of counsel for the Underwriters in connection with such orderreview; (vi) inclusion of the Shares for quotation on the Nasdaq National Market; and (vii) all transfer taxes, if any, with respect to the sale and delivery of the Shares by the Company to the Underwriters. Subject to the provisions of Section 8, the Underwriters agree to pay, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, all costs and expenses incident to the performance of the obligations of the Underwriters under this Agreement not payable by the Company pursuant to the preceding sentence, including, without limitation, the fees and disbursements of counsel for the Underwriters. (c) The Selling Stockholders, severally, and not jointly, will pay all expenses incident to the performance of their respective obligations under, and the consummation of the transactions contemplated by, this Agreement, including (i) any stamp duties, capital duties and stock transfer taxes, if any, payable upon the sale of the Shares to the Underwriters, and their transfer between the Underwriters pursuant to an agreement between such Underwriters, and (ii) the fees and disbursements of their respective counsel and accountants.

Covenants of the Company. The Company covenants and agrees with the Underwriter you as follows: (a) The Company shall use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter It shall have objected; or (iii) which is not in compliance with notified you immediately and confirmed the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Underwriter and confirm by notice in writing: writing (i) when the Registration Statement, as amended, becomes Statement and any amendment thereto shall have become effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and Commission with respect to the Registration Statement, (viii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If information relating thereto, and (iv) of the issuance by the Commission or of any state securities commission or regulatory authority shall enter a stop order suspending the effectiveness of the Registration Statement or suspend such qualification at of any time, the proceedings for that purpose. The Company will make every reasonable effort to prevent the issuance by the Commission of any stop order and, if any such stop order shall at any time be issued, to obtain promptly the lifting thereof at the earliest possible moment. (b) It will deliver to you, as soon as available, two signed copies of the Registration Statement as originally filed and of each amendment thereto and two sets of the exhibits thereto, and will also deliver to you such number of conformed copies of the Registration Statement as originally filed and of each amendment thereto (without exhibits) as you shall require for the purposes contemplated by the Act. (c) It will deliver to you from time to time, before the Registration Statement becomes effective, such number of copies of the Registration Statement as originally filed and any amendments thereto and as soon as the Registration Statement initially becomes effective and thereafter from time to time during the period when the Prospectus is required to be delivered under the Act, such number of copies of the Prospectus (as amended or supplemented) as you may reasonably request for the purposes contemplated by the Act or the Regulations. (d) During the period when the Prospectus is required to be delivered pursuant to the Act, the Company will comply, so far as it is able and at its own expense, with all requirements imposed upon it by the Act, as now and hereafter amended, and by the Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in, the Securities during such period in accordance with the provisions herein and as set forth in the Prospectus. (e) If any event relating to or affecting the Company or the Mortgages Loans shall occur as a result of which it is necessary to amend or supplement the Prospectus in order to make the Prospectus not misleading in 107 6 the light of the circumstances existing at the time it is delivered to a subscriber, the Company will forthwith prepare and furnish to you, without expense to you, a reasonable number of copies of an amendment or amendments of, or a supplement or supplements to, the Prospectus 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 necessary in order to make the statements therein, in the light of the circumstances existing at the time the Prospectus is delivered to a subscriber, not misleading. For the purposes of this subsection the Company will furnish such information with respect to themselves as you may from time to time reasonably request. (f) It will make generally available to the Company's security holders (i.e., the holders of Shares) as soon as practicable, but not later than 120 days after the close of the period covered thereby, an earnings statement of the Company (in form complying with the provisions of Section 11(a) of the Act and Rule 158 promulgated thereunder, which need not be certified by independent public accountants unless required by the Act or the Regulations) covering the twelve-month period beginning not later than the first day of the Company's fiscal quarter following the effective date of the Registration Statement. As used in this subsection, the terms "earnings statement" and "made generally available to the Company's security holders" shall have the meanings contained in Rule 158 promulgated under the Act. (g) It will, so long as any Securities remain outstanding, furnish directly to you the following: (i) as soon as practicable after the end of each fiscal year, one copy of the Company's annual report, including therein the accountants' report, the balance sheet, the related statements of profit and loss and cash flows for the Company (which need not be audited), together with such accountants' comments and notations with respect thereto in such detail as the Company may customarily receive from such accountants; (ii) as soon as practicable after the end of each fiscal quarterly period, one copy of a balance sheet of the Company as at the end of such orderperiod, setting forth in reasonable detail its financial position, together with related statements of profit and loss and cash flows, none of which statements need be audited, but shall be certified as correct by the Chief Financial Officer of the Company; (iii) copies of any report, application or documents which the Company shall file with the Commission; and (iv) as soon as the same shall be sent to holders of Shares, each communication which shall be sent to the holders of Shares, including any other annual or interim report of the Company. (h) It will deliver to you, from time to time, all supplemental sales material (whether designated solely for broker-dealer use or otherwise) proposed to be used or delivered by the Company in connection with the offering of Securities.

Covenants of the Company. The In addition to the other covenants and agreements of the Company contained herein, the Company further covenants and agrees with each of the Underwriter as followsUnderwriters that: (a) The Company shall use its best efforts prepare the Prospectus in a form approved by the Representatives and file such Prospectus pursuant to, and within the time period specified in, Rule 424(b) and Rule 430B under the Securities Act; prior to cause the last date on which an Additional Closing Date, if any, may occur, the Company shall file no further amendment to the Registration Statement or amendment or supplement to the Prospectus to which the Representatives shall object in writing after being furnished in advance a copy thereof and given a reasonable opportunity to review and comment thereon; the Company shall notify the Representatives promptly (and, if requested by any of the Representatives, confirm such notice in writing) (i) when the Registration Statement and any amendments thereto to become effective as promptly as practicable and will not at effective, (ii) of any time, whether before or after request by the effective date of the Registration Statement, file Commission for any amendment of or supplement to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Underwriter and confirm by notice in writing: (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, including any document incorporated by reference therein or for any amendment or supplement theretoadditional information, or the institution or proceeding for that purpose; (iii) of the issuance by Company’s intention to file, or prepare any state securities commission supplement or amendment to, the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, (iv) of the mailing or the delivery to the Commission for filing of any proceedings for amendment of or supplement to the Registration Statement or the Prospectus, including but not limited to Rule 462(b) under the Securities Act, (v) of any notice with respect to any suspension of the qualification of the Securities Shares for offering or offer and sale in any jurisdiction or of the initiation, initiation or the threatening, threatening of any proceeding for that purpose; such purpose or any post-effective amendment thereto, or suspending the use of any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus or, in each case, of the initiation or threatening of any proceedings therefore, (ivvi) of the receipt of any comments from the Commission; , and (vvii) of any request the receipt by the Commission for Company of any amendment notification with respect to the Registration Statement suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any amendment or supplement to the Prospectus or proceeding for additional informationthat purpose. If the Commission shall propose or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to prevent the issuance of any such stop order and, if issued, to obtain promptly the lifting of such orderorder as soon as possible. The Company will pay the registration fee for this offering within the time period required by Rule 456(b)(1) under the Securities Act (without giving effect to the proviso therein) and in any event prior to the Closing Date. (b) If at any time when a prospectus relating to the Shares (or, in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered under the Securities Act, any event shall have occurred as a result of which the Pricing Disclosure Package (prior to the availability of the Prospectus) or the Prospectus as then amended or supplemented would, in the judgment of the Underwriters or the Company, include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time of delivery of such Pricing Disclosure Package or Prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) to the purchaser, not misleading, or if to comply with the Securities Act, the Exchange Act or the Rules and Regulations it shall be necessary at any time to amend or supplement the Pricing Disclosure Package, the Prospectus or the Registration Statement, or to file any document incorporated by reference in the Registration Statement or the Prospectus or in any amendment thereof or supplement thereto, the Company will notify the Representatives promptly and prepare and file with the Commission an appropriate amendment, supplement or document (in form and substance satisfactory to the Representatives) that will correct such statement or omission or effect such compliance, and will use its best efforts to have any amendment to the Registration Statement declared effective as soon as possible. (c) The Company will not, without the prior consent of the Representatives, (i) make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act, except for any Issuer Free Writing Prospectus set forth in Schedule II hereto and any electronic road show previously approved by the Representatives, or (ii) file, refer to, approve, use or authorize the use of any “free writing prospectus” as defined in Rule 405 under the Securities Act with respect to the Offering or the Shares. If at any time any event shall have occurred as a result of which any Issuer Free Writing Prospectus as then amended or supplemented would, in the judgment of the Underwriters or the Company, conflict with the information in the Registration Statement, the Pricing Disclosure Package or the Prospectus as then amended or supplemented or would, in the judgment of the Underwriters or the Company, include an untrue statement of a material fact or omit to state any material necessary in order to make the statements therein, in the light of the circumstances existing at the time of delivery to the purchaser, not misleading, or if to comply with the Securities Act or the Rules and Regulations it shall be necessary at any time to amend or supplement any Issuer Free Writing Prospectus, the Company will notify the Representatives promptly and, if requested by any of the Representatives, prepare and furnish without charge to each Underwriter an appropriate amendment or supplement (in form and substance satisfactory to the Representatives) that will correct such statement, omission or conflict or effect such compliance. (d) The Company will comply with the requirements of Rule 433 with respect to each Issuer Free Writing Prospectus including, without limitation, all prospectus delivery, filing, record retention and legending requirements applicable to each such Issuer Free Writing Prospectus. (e) At the request of any of the Representatives, the Company will promptly deliver to each of the Representatives and Underwriters’ Counsel a signed copy of the Registration Statement, as initially filed and all amendments thereto, including all consents and exhibits filed therewith. At the request of any of the Representatives, the Company will promptly deliver to each of the Underwriters such number of copies of any Preliminary Prospectus, the Prospectus, the Registration Statement, all amendments of and supplements to such documents, if any, and all documents incorporated by reference in the Registration Statement and Prospectus or any amendment thereof or supplement thereto, as any of the Representatives may reasonably request. Prior to 3:00 p.m. (New York City time), on the business day next succeeding the date of this Agreement and from time to time thereafter, at the request of any of the Representatives, the Company will furnish the Underwriters with copies of the Prospectus in New York City in such quantities as the Representatives may reasonably request. (f) The Company will use its reasonable best efforts, in cooperation with the Representatives, to qualify the Shares for offering and sale under the securities laws relating to the offering or sale of the Shares of such jurisdictions, domestic or foreign, as any of the Representative may reasonably request, and to maintain such qualification in effect for so long as required for the distribution thereof; except that in no event shall the Company be obligated in connection therewith (i) to qualify as a foreign corporation, (ii) to execute a general consent to service of process or (iii) subject itself to taxation in any jurisdiction where it is not otherwise so subject. (g) The Company will make generally available to its security holders and to the Representatives as soon as practicable an earnings statement of the Company and the Subsidiaries (which need not be audited) covering a period of at least twelve months beginning with the first fiscal quarter of the Company commencing after the date of this Agreement that will satisfy the provisions of Section 11(a) of the Securities Act and the Rules and Regulations (including, at the option of the Company, Rule 158). (h) During the period of 60 days from the date of the Prospectus (the “Lock-Up Period”), without the prior written consent of P▇▇▇▇ ▇▇▇▇▇▇▇ and Guggenheim, 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or make any public 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 thereunder) with respect to any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common 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 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether or not such transaction is to be settled by delivery of any shares of Common Stock, securities convertible into or exercisable or exchangeable for Common Stock, other securities, cash or other consideration, other than (A) the Shares to be sold hereunder, (B) upon the exercise of an option or warrant, the vesting of restricted stock units, performance stock units or deferred stock units or the conversion or exchange of a security outstanding on the date hereof as referred to in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (C) pursuant to the stock-based compensation plans of the Company and the Subsidiaries as referred to in the Registration Statement (including the Company’s 2020 Employee Stock Purchase Plan), the Pricing Disclosure Package and the Prospectus, (D) pursuant to an inducement award permitted to be issued without shareholder approval by Nasdaq rules, and (E) shares of Common Stock or other securities issued to a third party in connection with a bona fide commercial relationship (including joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or any bona fide acquisition of assets of not less than a majority or controlling portion of the equity of another entity, provided that (x) any such issuance is not primarily for the purpose of raising capital; (y) the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue shall not exceed 5% of the total number of shares of Common Stock issued and outstanding as of the date of this Agreement and (z) each recipient of shares of Common Stock or securities convertible into or exercisable for Common Stock shall execute a lock-up agreement substantially in the form of Exhibit C hereto. The Company has obtained an undertaking in substantially the form of Exhibit C hereto (a “Lock-Up Agreement”) of each of its executive officers, directors and stockholders listed on Schedule IV attached hereto, not to engage in any of the aforementioned transactions on their own behalf. 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 or any successor form thereto relating to stock based compensation and employee benefit plans. Notwithstanding the foregoing, during the Lockup Period the Company may enter into an at-the-market (“ATM”) equity distribution or similar agreement with one or more sales agents and file a prospectus supplement for the ATM facility, provided that no sales can be made under such ATM facility during the Lockup Period. (i) During the period of two years from the latest Effective Date of the Registration Statement, the Company will furnish to the Representatives copies of all reports or other communications (financial or other) furnished to security holders or from time to time published or publicly disseminated by the Company, and will deliver to the Representatives as soon as they are available, copies of any reports, financial statements and proxy or information statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of the Company is listed; provided, that the Company will be deemed to have furnished such reports, other communications, financial statements and proxy or information statements to the Representatives to the extent they are filed on E▇▇▇▇. (j) The Company will use its best efforts to list the Shares on the Nasdaq Global Market and to maintain the listing of the Common Stock (including the Shares) on the Nasdaq Global Market (or another Nasdaq market) following the issuance of the Shares pursuant to this Agreement provided; however that this covenant shall not prevent a sale, merger or similar transaction involving the Company. (k) The Company will apply the net proceeds from the sale of the Shares as set forth under the caption “Use of Proceeds” in the Pricing Disclosure Package and the Prospectus. (l) The Company, during the period when a prospectus (or, in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered under the Securities Act in connection with the offer or sale of the Shares, will file all reports and other documents required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act and the Rules and Regulations within the time periods required thereby. (m) If the Company elects to rely upon Rule 462(b) under the Securities Act, the Company shall file a Rule 462(b) Registration Statement with the Commission in compliance with Rule 462(b) by 10:00 p.m. (New York City time), on the date of this Agreement, and the Company shall at the time of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the payment of such fee pursuant to Rule 111(b) under the Securities Act. (n) The Company will not take, and will cause its affiliates (within the meaning of Rule 144 under the Securities Act) not to take, directly or indirectly, any action which constitutes or is designed to cause or result in, or which would reasonably be expected to constitute, cause or result in, the stabilization or manipulation of the price of any security to facilitate the sale or resale of the Shares or to result in a violation of Regulation M under the Exchange Act. (o) The Company will do and perform all things required or necessary to be done and performed under this Agreement by it prior to each Closing Date, and to satisfy all conditions precedent to the Underwriters’ obligations hereunder to purchase the Shares.

Covenants of the Company. The Company covenants and agrees with the Underwriter as followsseveral Underwriters that: (a) The Company shall will (A) use its best efforts to cause prepare and timely file with the Registration Statement and any amendments thereto to become effective as promptly as practicable and will not at any time, whether before or after the effective date Commission under Rule 424(b) of the Registration StatementRules and Regulations a Prospectus in a form approved by the Underwriters, and (B) not file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination incorporated by reference therein of the offering of the Securities by the Underwriter which the Underwriter Underwriters shall not previously have been advised and furnished with a copy; copy or (ii) to which the Underwriter Underwriters shall have objected; reasonably objected in writing or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and RegulationsRegulations and (C) file on a timely basis all reports and any definitive proxy or information statements required to be filed by the Company with the Commission subsequent to the date of the Prospectus and prior to the termination of the offering of the Securities by the Underwriters. (b) As soon as the Company is advised or obtains knowledge thereof, the The Company will advise the Underwriter and confirm by notice in writing: Underwriters promptly (iA) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes shall have become effective; , (iiB) of receipt of any comments from the Commission relating to the Registration Statement, the Prospectus or any documents incorporated by reference therein, (C) of any request of the Commission for amendment of the Registration Statement or for supplement to the Prospectus or for any additional information, and (D) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or the use of the Prospectus or of the institution of any proceedings for that purpose. The Company will use its best efforts to prevent the issuance of any such stop order preventing or suspending the use of the Preliminary Prospectus or and to obtain as soon as possible the Prospectuslifting thereof, or any amendment or supplement theretoif issued. (c) The Company will cooperate with the Underwriters in endeavoring to qualify the Securities for sale under the securities laws of such jurisdictions as the Underwriters may reasonably have designated in writing and will make such applications, or the institution or proceeding file such documents, and furnish such information as may be reasonably required for that purpose; (iii) , provided the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent. The Company will, from time to time, prepare and file such statements, reports, and other documents, as are or may be required to continue such qualifications in effect for so long a period as the Underwriters may reasonably request for distribution of the issuance by any state securities commission Securities. (d) The Company will deliver to, or upon the order of, the Underwriters, from time to time, as many copies of any proceedings for any (e) The Company will comply with the suspension Act and the Rules and Regulations, and the Exchange Act, and the rules and regulations of the qualification Commission thereunder, so as to permit the completion of the distribution of the Securities for offering as contemplated in this Agreement and the Prospectus. If during the period in which a prospectus is required by law to be delivered by an Underwriter or sale dealer, any event shall occur as a result of which, in any jurisdiction or the judgment of the initiation, Company or in the threatening, of any proceeding for that purpose; (iv) reasonable opinion of the receipt Underwriters, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading, or, if it is necessary at any comments from time to amend or supplement the Commission; Prospectus to comply with any law, the Company promptly will either (i) prepare and (v) of any request by file with the Commission for any an appropriate amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If (ii) prepare and file with the Commission an appropriate filing under the Exchange Act which shall be incorporated by reference in the Prospectus so that the Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the law. (f) The Company will make generally available to its security holders, as soon as it is practicable to do so, but in any state securities commission or regulatory authority event not later than 15 months after the effective date of the Registration Statement, an earning statement (which need not be audited) in reasonable detail, covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement, which earning statement shall enter a stop order or suspend such qualification at any timesatisfy the requirements of Section 11(a) of the Act and Rule 158 of the Rules and Regulations. (g) Prior to the Closing Date, the Company will make every reasonable effort furnish to obtain promptly the lifting Underwriters, as soon as they have been prepared by or are available to the Company, a copy of any unaudited interim financial statements of the Company for any period subsequent to the period covered by the most recent financial statements appearing in the Registration Statement and the Prospectus. (i) The Company shall not invest, or otherwise use the proceeds received by the Company from its sale of the Securities in such ordera manner as would require the Company or any of the Subsidiaries to register as an investment company under the Investment Company Act. (j) The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company.

Covenants of the Company. The Company covenants and agrees with the Underwriter as followsseveral Underwriters that: (a) The Company shall will use its best efforts to cause the Registration Statement and Statement, including any amendments thereto post-effective amendment thereto, to become effective as promptly as practicable and remain effective. If the procedure in Rule 430A of the Rules and Regulations is followed, the Company will not prepare and timely file with the Commission under Rule 424(b) of the Rules and Regulations a Prospectus in a form approved by the Representatives containing information previously omitted at any time, whether before or after the effective date time of effectiveness of the Registration Statement, Statement in reliance on Rule 430A of the Rules and Regulations. The Company will not file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination incorporated by reference therein of the offering of the Securities by the Underwriter which the Underwriter Representatives shall not previously have been advised and furnished with a copy; copy or (ii) to which the Underwriter Representatives shall have objected; reasonably objected in writing or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations.. The Company will file on a timely basis all reports and any definitive proxy or information statements required to be filed by the Company with the Commission subsequent to the date of the Prospectus and prior to the termination of the offering of the Shares by the Underwriters. To the extent applicable, the copies of the Registration Statement and each amendment thereto (including all exhibits filed therewith), any Preliminary Prospectus or Prospectus (in each case, as amended and supplemented) furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation S-T. (b) As soon as the Company is advised or obtains knowledge thereof, the The Company will advise the Underwriter and confirm by notice in writing: Representatives promptly (iA) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when Statement or any post-effective amendment to thereto shall have become effective, (B) of receipt of any comments from the Commission, (C) of any request of the Commission for amendment of the Registration Statement becomes effective; or for any supplement to the Prospectus or for any additional information, and (iiD) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or the use of the Prospectus or of the institution of any proceedings for that purpose. The Company will use its best efforts to prevent the issuance of any such stop order preventing or suspending the use of the Preliminary Prospectus or and to obtain as soon as possible the Prospectuslifting thereof, or any amendment or supplement theretoif issued. (c) The Company will cooperate with the Representatives in endeavoring to qualify the Shares for sale under the securities laws of such jurisdictions as the Representatives may reasonably have designated in writing and will make such applications, or the institution or proceeding file such documents, and furnish such information as may be reasonably required for that purpose; (iii) , provided the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale process in any jurisdiction where it is not now so qualified or required to file such a consent. The Company will, from time to time, prepare and file such statements, reports, and other documents, as are or may be required to continue such qualifications in effect for so long a period as the Representatives may reasonably request for distribution of the initiationShares. (d) The Company will deliver to, or upon the threateningorder of, the Representatives, from time to time, as many copies of any proceeding for that purpose; (iv) Preliminary Prospectus as the Representatives may reasonably request. The Company will deliver to, or upon the order of, the Representatives during the period when delivery of a Prospectus is required under the Act, as many copies of the receipt Prospectus in final form, or as thereafter amended or supplemented, as the Representatives may reasonably request. The Company will deliver to the Representatives at or before the Closing Date, four signed copies of any comments from the Commission; Registration Statement and all amendments thereto including all exhibits filed therewith, and will deliver to the Representatives such number of copies of the Registration Statement (v) including such number of any request copies of the exhibits filed therewith that may reasonably be requested), including documents incorporated by reference therein, and of all amendments thereto, as the Representatives may reasonably request. To the extent applicable, all such documents shall be identical to the electronically transmitted copies thereof filed with the Commission for pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation S-T. (e) The Company will comply with the Act and the Rules and Regulations, and the Securities Exchange Act of 1934 (the "Exchange Act"), and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and the Prospectus. If during the period in which a prospectus is required by law to be delivered by an Underwriter or dealer, any event shall occur as a result of which, in the judgment of the Company or in the reasonable opinion of the Underwriters, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading, or, if it is necessary at any time to amend or supplement the Prospectus to comply with any law, the Company promptly will either (i) prepare and file with the Commission an appropriate amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If (ii) prepare and file with the Commission an appropriate filing under the Exchange Act which shall be incorporated by reference in the Prospectus so that the Prospectus as so amended or any state securities commission supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or regulatory authority shall enter a stop order or suspend such qualification at any time, so that the Prospectus will comply with the law. (f) The Company will make every generally available to its security holders, as soon as it is practicable to do so, but in any event not later than 15 months after the effective date of the Registration Statement, an earnings statement (which need not be audited) in reasonable effort detail, covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement, which earning statement shall satisfy the requirements of Section 11(a) of the Act and Rule 158 of the Rules and Regulations and will advise you in writing when such statement has been so made available. (g) The Company will, for a period of five years from the Closing Date, deliver to obtain promptly the lifting Representatives copies of annual reports and copies of all other documents, reports and information furnished by the Company to its shareholders or filed with any securities exchange pursuant to the requirements of such orderexchange or with the Commission pursuant to the Act or the Exchange Act. The Company will deliver to the Representatives similar reports with respect to significant subsidiaries, as that term is defined in the Rules and Regulations, which are not consolidated in the Company's financial statements. To the extent applicable, all such reports or documents shall be identical to the electronically transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation S-T. (h) No offering, sale, short sale or other disposition of any shares of Common Stock of the Company or other securities convertible into or exchangeable or exercisable for shares of Common Stock or derivative of Common Stock (or agreement for such) will be made for a period of 90 days after the date of this Agreement, directly or indirectly, by the Company, without the prior written consent of BT Alex. ▇▇▇▇▇ Incorporated, otherwise than hereunder or the issuance of shares of Common Stock upon exercise of currently outstanding stock options or warrants or pursuant to the Company's Employee Stock Purchase Plan or the grant of stock options to employees of the Company pursuant the Company's 1991 Stock Option Plan. (i) The Company will use its best efforts to list, subject to notice of issuance, the Shares on the Nasdaq National Market. (j) The Company has caused each officer and director and specific shareholders of the Company to furnish to you, on or prior to the date of this agreement, a letter or letters, in form and substance satisfactory to the Representatives, pursuant to which each such person shall agree not to offer, sell, sell short or otherwise dispose of any shares of Common Stock of the Company or other capital stock of the Company, or any other securities convertible, exchangeable or exercisable for Common Stock of the Company or derivative of Common Stock of the Company owned by such person or request the registration for the offer or sale of any of the foregoing (or as to which such person has the right to direct the disposition of) for a period of 90 days after the date of this Agreement, directly or indirectly, except with the prior written consent of BT Alex. ▇▇▇▇▇ Incorporated (the "Lockup Agreements"). The restrictions contained in the Lockup Agreements shall not prohibit such officers and directors from exercising options granted by the Company to purchase shares of Common Stock of the Company, subject to the restrictions set forth therein regarding Common Stock of the Company received upon such exercise. (k) The Company shall apply the net proceeds of its sale of the Shares as set forth in the Prospectus. (l) The Company shall not invest, or otherwise use the proceeds received by the Company from its sale of the Shares in such a manner as would require the Company to register as an investment company under the Investment Company Act of 1940, as amended. (m) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar for the Common Stock. (n) The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company.

Covenants of the Company. The Company covenants and agrees with the each Underwriter as follows: (a) The Company shall use its best efforts will comply with the requirements of Rule 430A or Rule 434, as applicable, and will advise you immediately and confirm such advice in writing: (i) of the Company’s intention to cause amend or supplement the Registration Statement or the Prospectus (otherwise than by the filing of periodic reports pursuant to the 1934 Act), and the Company will furnish you with copies of any amendments thereto to become effective as promptly as practicable such amendment or supplement a reasonable time in advance of filing, and will not at file such amendment or supplement without your consent, which consent shall not be unreasonably withheld; (ii) of the filing of any time, whether before or after the effective date of document incorporated by reference in the Registration Statement, file and promptly thereafter the Company will make available to you for consultation appropriate personnel of the Company so as to permit you to conduct due diligence with respect to such filing; (iii) of the receipt of any comments from the Commission with respect to the Registration Statement or the Prospectus or the request by the Commission for any amendment to the Registration Statement or any supplement to the Prospectus or file for additional information relating to the Registration Statement or the Prospectus or any document under incorporated by reference into the Exchange Act: Prospectus; (iiv) before termination of the offering filing or effectiveness of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Underwriter and confirm by notice in writing: (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when or any post-effective amendment to the Registration Statement becomes effectiveor supplement thereto; and (iiv) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, institution or the threatening, threat of any proceeding for that purpose; (iv) of any such purposes. The Company will use its best efforts to prevent the receipt issuance of any comments from the Commission; and (v) such order or of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend suspending such qualification at any time, the Company will make every reasonable effort and to obtain promptly as soon as possible its lifting at the lifting of such orderearliest possible moment, if issued.

Covenants of the Company. The In further consideration of the agreements contained herein of the Purchasers, the Company covenants and agrees with to the Underwriter several Purchasers as follows: (aA) The Company shall use its best efforts To furnish to cause the Purchasers or the Representative a copy of the Registration Statement including materials, if any, incorporated by reference therein and, during the period mentioned in (C) below, to supply as many copies of the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto as the Purchasers or the Representative may reasonably request. The terms "supplement" and "amendment" or "amend" as used in this Agreement shall include all documents filed by the Company with the Commission subsequent to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment or the date of the Basic Prospectus, as the case may be, pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are deemed to be incorporated by reference therein. (B) Before amending or supplementing the Registration Statement or supplement the Prospectus with respect to the Prospectus Securities, to furnish to any Purchaser or file the Representative, and to counsel for the Purchasers, a copy of each such proposed amendment or supplement. The covenants in Paragraphs (C), (D) and (E) apply only to Reselling Purchasers: (C) The Company will notify the Reselling Purchasers promptly, at any document under the Exchange Act: (i) before termination time prior to completion of the offering resale of the Securities by the Underwriter which Reselling Purchasers, and confirm the Underwriter shall not previously have been advised and furnished with a copy; or notice in writing, (iii) of the delivery to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, Commission for filing any document to be filed pursuant to the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company which will advise the Underwriter and confirm be incorporated by notice in writing: (i) when reference into the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment or supplement to the Registration Statement, to any document incorporated by reference therein or for any additional information, (iii) of the issuance by the Commission of any order directed to the Registration Statement or any amendment document incorporated therein by reference or the initiation or threat of any challenge by the Commission to the accuracy or adequacy of any document incorporated by reference in the Registration Statement and (iv) of receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose. (D) If, at any time prior to the completion of the resale of the Securities during which, in the opinion of counsel for the Reselling Purchasers, the Prospectus is required by law to be delivered, any event shall occur as a result of which it is necessary to amend or supplement the Prospectus in order to make a statement therein, in light of the circumstances when the Prospectus is delivered to a subsequent purchaser, not materially misleading, or if it is otherwise necessary to amend or supplement the Prospectus to comply with law, forthwith to prepare and furnish, at its own expense (unless such amendment shall relate to information furnished by the Purchasers or the Representative by or on behalf of the Purchasers in writing expressly for use in the Prospectus), to the Reselling Purchasers, the number of copies requested by the Reselling Purchasers or the Representative of either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in light of the circumstances when the Prospectus is delivered to a subsequent purchaser, be misleading or so that the Prospectus will comply with law. (E) To use its best efforts to qualify the Securities for additional information. If offer and sale under the Commission securities or Blue Sky laws of such jurisdictions as the Purchasers or the Representative shall reasonably request and to pay all expenses (including fees and disbursements of counsel) in connection therewith; provided, however, that the Company, in complying with the foregoing provisions of this paragraph, shall not be required to qualify as a foreign company or to register or qualify as a broker or dealer in securities in any state securities commission jurisdiction or regulatory authority to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering or sale of the Securities, and provided further that the Company shall enter a stop order or suspend such not be required to continue the qualification at any timeof the Securities beyond one year from the date of the sale of the Securities. (F) Except as stated in this Agreement and in the Prospectus, the Company has not taken, nor will make every reasonable effort it take, directly or indirectly, any action designed to obtain promptly or that might reasonably be expected to cause or result in stabilization or manipulation of the lifting price of such orderthe Common Stock to facilitate the sale or resale of the Securities.

Covenants of the Company. The Company covenants and agrees with the Underwriter as follows: (a) The Company shall further covenants and agrees with you that: (i) The Company will use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statementdate, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter you shall not previously have been advised and furnished with a copy; copy or (ii) to which the Underwriter you shall have objected; reasonably objected in writing or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and RegulationsRegulations of the Commission thereunder. (bii) As soon as the Company is advised or obtains knowledge thereof, the The Company will advise the Underwriter notify you immediately and confirm by notice in writing: writing (iA) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A Statement and when any post-effective amendment to the Registration Statement thereto becomes effective; , (iiB) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus or of the Prospectus or of the initiation of any proceedings for such purposes, and (C) of the receipt of any comments (in writing or orally) from the Commission in respect of the Registration Statement or requesting the amendment, post-effective amendment or supplementation of the Registration Statement or Prospectus or for additional information. If the Commission shall enter a stop order or any order preventing or suspending the use of the any Preliminary Prospectus or of the ProspectusProspectus at any time, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of shall initiate any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any timepurposes, the Company will make every reasonable effort to obtain promptly prevent the lifting issuance of such order and, if issued, to obtain the withdrawal thereof. The Company will provide you with copies of all written communications received by it from the Commission and any other regulatory agency with respect to the Registration Statement, and every amendment and post-effective amendment thereto and copies of all replies thereto by the Company, its counsel and its accountants. (iii) Within the time during which a prospectus relating to the Units, Shares and Warrants (or the exercise of any Warrants) is required to be delivered under the Act, the Company will comply so far as it is able with all requirements imposed upon it by the Act, as now and hereafter amended, and by the Rules and Regulations of the Commission thereunder, from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Units, Shares and Warrants (or the shares of stock to be acquired upon the conversion of Preferred Stock and the exercise of the Warrants) as contemplated by the provisions hereof and the Prospectus; and if during such period any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Act, the Company will promptly notify you and will amend or supplement the Prospectus (in form reasonably satisfactory to your counsel and at the expense of the Company) so as to correct such statement or omission or effect such compliance. (iv) The Company will cooperate with you and will take all necessary action, and furnish to whomever you may direct such proper information, as may be lawfully required in qualifying the Securities for offering and sale under the securities or blue sky laws of such states as you may designate, and in continuing such qualifications in effect so long as required for the distribution of Securities by you; provided that the Company shall not be obligated to qualify as a foreign corporation to do business under the laws of any such state, consent to general service of process in such state or otherwise to submit to any requirements which it reasonably deems unduly burdensome. (v) The Company will pay any and all fees, taxes and expenses incident to the performance of its obligations under this Underwriting Agreement, including expenses and taxes incident to the issuance and delivery to you of the Securities and Additional Securities, if any, to be sold to the Underwriter pursuant to Section 3 hereof; all fees and disbursements of counsel and accountants for the Company; expenses and filing fees incident to the preparation, printing, delivery, shipment and filing with the Commission, the National Association of Securities Dealers, Inc., and state blue sky authorities of the Registration Statement and all exhibits thereto and the Prospectus, and any amendments or supplements thereto, including fees of blue sky counsel (to be designated by the Underwriter and who may be counsel to the Underwriter) incident to the qualification for sale of the Securities and Additional Securities, if any, under blue sky laws. The Company and the Selling Securityholders will further pay you for your expenses incurred in connection with this offering, on a non-accountable basis, an amount equal to 3% of the public offering price of the Units sold hereunder, including any Units sold pursuant to the overallotment option, such reimbursement and payment to be made to you on closing, and may be deducted by you from the amount due to the Company and the Selling Securityholders for purchase of the Units pursuant to Section 3 hereof. In the event that the offering is not consummated, the Representative will be reimbursed only for its actual, accountable, out-of-pocket expenses. (vi) The Company will apply the net proceeds from the sale of the Units substantially as set forth under the caption "Use of Proceeds" in the Prospectus. (vii) The Company will deliver to you as promptly as practicable three signed copies of the Registration Statement and all amendments thereto, including all exhibits therewith or incorporated therein by reference, and signed consents, certificates and opinions of accountants and of any other persons named in the Registration Statement as having prepared, certified or reviewed any part thereof, and will deliver to you such number of unsigned copies of the Registration Statement and exhibits, and of all amendments thereto, as you may reasonably request. The Company will deliver to you or upon your order, from time to time until the effective date of the Registration Statement, as many copies of the Preliminary Prospectus as you may reasonably request. The Company will deliver to you or upon your order, on the effective date of the Registration Statement and thereafter, subject to the provisions of Section 4(a)(iii) hereof, from time to time, as many copies of the Prospectus in final form or as thereafter amended or supplemented, as you may reasonably request. The Company will deliver to you, promptly after closing, three (3) bound volumes of all of the documents, papers, exhibits, correspondence and records forming the materials involved in this public offering. (viii) The Company will make generally available to its security holders, as soon as it is practicable to do so (but in no event later than fifteen months after the effective date of the Registration Statement), an earnings statement of the Company (which need not be audited) covering a period of at least twelve months beginning not later than the first day of the fiscal quarter next succeeding such effective date which shall satisfy the provisions of Section 11(a) of the Act. (ix) For a period of at least five years from the date hereof, the Company will supply to the Representative, (A) as soon as practicable after the end of each fiscal year, a balance sheet and statement of operations of the Company and its consolidated subsidiaries (if any) as at the end of and for each such year, all in reasonable detail and certified by independent certified public accountants, (B) as soon as practicable after the end of each of the first three quarters of each fiscal year, an unaudited statement of operations of the Company and its consolidated subsidiaries (if any) for such period, (C) copies of such financial statements and reports as the Company may, from time to time, furnish generally to holders of any class of its stock, (D) copies of each report which it shall be required to file with the Commission, any blue sky authority or any securities exchange at the same time as such reports are filed and (E) copies of the daily stock transfer sheets of the Company. (x) Simultaneously with the purchase and payment by the Underwriter for the Units on the Closing Date, the Company shall sell, at a price of $0.001 per warrant, and issue and deliver to the Underwriter or to dealers in the selling group, or to officers or partners of the Underwriter or dealers in the selling group, 50,000 warrants, in form and substance satisfactory to your counsel, to purchase 50,000 Units identical to the Units being sold to the public hereunder at an exercise price of $_______ per Unit ("Underwriter's Unit Warrants"). The Underwriter's Unit Warrants will be exercisable for a period of five years commencing on the Effective Date, and will not be transferable for a period of one year from the Effective Date except to Selected Dealers and officers and partners of the Underwriter and Selected Dealers. The Underwriter's Unit Warrants shall have been registered under the Registration Statement and the holders of a majority of such Underwriter's Unit Stock Warrants or the securities which may have been issued thereunder shall have the right, at any one time, to require the Company to prepare and file a post-effective amendment to the Registration Statement (or a new registration statement, if then required under the Act) covering all or any portion of the Underwriter's Unit Warrants and their underlying securities to permit the public sale thereof after twelve months from the Effective Date. In connection therewith, the Company shall be obligated to prepare and file such post-effective amendment (or such new registration statement) under the Act promptly upon the receipt of the request of the holders of a majority of the Underwriter's Unit Warrants or securities issued thereunder, and the Company shall be further obligated to use its best efforts to have such post-effective amendment (or such new registration statement) rendered effective under the Act, as it may from time to time be amended hereafter, and Rules and Regulations promulgated thereunder, as soon as practicable after the filing date of any such post-effective amendment or such new registration statement, and the Company shall also be required to take such action as may be necessary to maintain such post-effective amendment or such new registration statement effective under the Act for the period, not in excess of nine months, required to sell such Underwriter's Unit Warrants and their underlying securities in compliance with the Act and Rules and Regulations promulgated thereunder, and the Company shall be required to provide the accounting necessary for the filing of any such post-effective amendment or such new registration statement, plus any amendments or supplements thereto. In addition to, and not in lieu of, the obligations of the Company hereinabove recited in this subsection, the Company hereby further covenants and agrees that if, the Company shall prepare and file a post-effective amendment to the Registration Statement or a new registration statement under the Act or notification pursuant to Regulation A under the Act either of which is to become effective at any time after the expiration of twelve months from the Effective Date with respect to the public offering of any equity or debt securities of the Company now or hereafter authorized, the Company will include in such post- effective amendment or new registration statement or such notification such number of the Underwriter's Unit Warrants and their underlying securities as requested by the holders of the Underwriter's Unit Warrants or securities issued thereunder, and neither you nor such holders shall be under any obligation to bear any of the expenses or professional fees and disbursements to be incurred by the Company in connection with the preparation and filing of such post- effective amendment, or new registration statement or such notification. With respect to any post-effective amendment, or new registration statement, or notification filed by the Company pursuant to this subsection, the selling securityholders offering any Underwriter's Unit Warrants and their underlying securities thereunder shall be entitled to the benefits of indemnification by the Company in like manner and to the same extent as the Company indemnifies the Underwriter pursuant to Section 6(a) hereof. (xi) The Company will not, without the prior written consent of the Underwriter, for a period of six months after the effective date of the Registration Statement, sell any securities of the Company or sell or grant options, warrants or rights with respect to any securities of the Company, or permit or cause a public offering of any securities of the Company except in accordance with the provisions of the Registration Statement. (xii) At the Closing, the Company shall enter into a consulting agreement ("Consulting Agreement") retaining the Underwriter as financial consultant to the Company for a two-year period commencing as of December 20, 1977, at a fee of $50,000 per year, the total amount of which shall be paid at the Closing. The Company and the Underwriter shall also enter into an agreement which will extend the Mergers and Acquisitions Agreement between the Company and the Underwriter until December __, 2001. (xiii) The Company shall cooperate with the Underwriter in making available to its representatives such information as it may request in making an investigation of the Company and its affairs. (xiv) Until such time as the securities of the Company are listed on the New York Stock Exchange or the American Stock Exchange (not including The Emerging Growth Company List) but in no event more than three years from the effective date, the Company shall retain Compliance Management Company or a similar company, to prepare a post registration blue sky market survey for the Underwriter for distribution to market makers. Such survey shall be provided to the Underwriter annually with the first survey delivered to it promptly after the completion of the public offering hereunder. The cost of the first year's survey will not exceed $4,000. In lieu of the foregoing, the Company may cause its legal counsel to provide the Underwriter with a survey to be updated at least annually. (xv) At all times, so long as any of the warrants referred to herein are outstanding, the Company will have reserved authorized but unissued shares of stock and underlying warrants, available for immediate issuance in amounts necessary for the exercise of all warrants then outstanding. The Company agrees to qualify the Units for listing on the NASDAQ System Small-Cap Issues on the Effective Date and will take all necessary and appropriate action so that the Units continue to be listed for trading in the NASDAQ System Small-Cap Issues for at least five years from the Effective Date provided the Company otherwise complies with the prevailing maintenance requirements of NASDAQ System Small-Cap. In addition, at such time as the Company qualifies for listing its securities on the National Market System of NASDAQ, the Company will take all steps necessary to have the Company's Securities listed on the National Market System of NASDAQ in lieu of listing as Small-Cap Issues. The Company shall comply with all periodic reporting and proxy solicitation requirements imposed by the Commission pursuant to the 1934 Act, and shall promptly furnish you with copies of all material filed with the Commission pursuant to the 1934 Act or otherwise furnished to shareholders of the Company. (xvi) The Company will register its Units and Shares pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended, not later than the Effective Date. (xvii) The Company will pay the fees and expenses (but not transfer taxes, if any) of the Company's stock transfer agents, warrant agents, and registrars (if any), without charge to stockholders and warrantholders, for not less than five years after the effective date of the Registration Statement. (xviii) The Und

Covenants of the Company. The Company covenants and agrees with the Underwriter as follows: (a) The Company shall use its best efforts Company, on or prior to cause the Closing Date, will deliver to the Underwriter conformed copies of the Registration Statement as originally filed and of all amendments thereto, heretofore or hereafter made, including any amendments thereto to become post-effective amendment (in each case including all exhibits filed therewith, and including unsigned copies of each consent and certificate included therein or filed as promptly as practicable and will not at any timean exhibit thereto, whether before or after the effective date of the Registration Statementexcept exhibits incorporated by reference, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) unless specifically requested). As soon as the Company is advised thereof, it will advise the Underwriter orally of the issuance of any stop order under the 1933 Act with respect to the Registration Statement, or obtains knowledge the institution of any proceedings therefor, of which the Company shall have received notice, and will use its best efforts to prevent the issuance of any such stop order and to secure the prompt removal thereof, if issued. The Company will deliver to the Underwriter sufficient conformed copies of the Registration Statement, the Prospectus and the Final Supplemented Prospectus and of all supplements and amendments thereto (in each case without exhibits) and, from time to time, as many copies of the Prospectus and the Final Supplemented Prospectus as the Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the 1934 Act. (b) The Company will furnish the Underwriter with copies of each amendment and supplement to the Final Supplemented Prospectus relating to the offering of the Senior Notes in such quantities as the Underwriter may from time to time reasonably request. If, during the period (not exceeding nine months) when the delivery of a prospectus shall be required by law in connection with the sale of any Senior Notes by the Underwriter, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Underwriter, shall occur, which in the opinion of the Company or of Underwriter's counsel should be set forth in a supplement to or an amendment of the Final Supplemented Prospectus, as the case may be, in order to make the Final Supplemented Prospectus not misleading in the light of the circumstances when it is delivered, or if for any other reason it shall be necessary during such period to amend or supplement the Final Supplemented Prospectus or to file under the 1934 Act any document incorporated by reference in the Preliminary Prospectus or Prospectus in order to comply with the 1933 Act or the 1934 Act, the Company forthwith will (i) notify the Underwriter to suspend solicitation of purchases of the Senior Notes and (ii) at its expense, make any such filing or prepare and furnish to the Underwriter a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Supplemented Prospectus which will supplement or amend the Final Supplemented Prospectus so that, as supplemented or amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Final Supplemented Prospectus is delivered, not misleading or which will effect any other necessary compliance. In case the Underwriter is required to deliver a prospectus in connection with the sale of any Senior Notes after the expiration of the period specified in the preceding sentence, the Company, upon the request of the Underwriter, will furnish to the Underwriter, at the expense of the Underwriter, a reasonable quantity of a supplemented or amended prospectus, or supplements or amendments to the Final Supplemented Prospectus, complying with Section 10(a) of the 1933 Act. During the period specified in the second sentence of this subsection, the Company will advise continue to prepare and file with the Commission on a timely basis all documents or amendments required under the 1934 Act and the rules and regulations thereunder; provided, that the Company shall not file such documents or amendments without also furnishing copies thereof prior to such filing to the Underwriter and confirm Dewey Ballantine LLP. (c) The Company will endeavor, in co▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇he Underwriter, to qualify the Senior Notes for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter may designate; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by notice the Company to be unduly burdensome. (d) The Company will make generally available to its security holders as soon as practicable but not later than 45 days after the close of the period covered thereby, an earnings statement of the Company (in writing: (i) when the Registration Statement, as amended, becomes effective, if form complying with the provisions of Rule 430A promulgated 158 of the rules and regulations under the Act will be relied upon, when 1933 Act) covering a twelve-month period beginning not later than the Prospectus has been filed first day of the Company's fiscal quarter next following the "effective date" (as defined in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii158) of the issuance by the Commission Registration Statement. (e) During a period of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments 15 days from the Commission; and (v) date of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any timethis Agreement, the Company will make every reasonable effort not, without the Underwriter's prior written consent, directly or indirectly, sell, offer to obtain promptly sell, grant any option for the lifting sale of, or otherwise dispose of, any Senior Notes or any security convertible into or exchangeable into or exercisable for the Senior Notes or any debt securities substantially similar to the Senior Notes (except for the Senior Notes issued pursuant to this Agreement and the $35,000,000 aggregate principal amount of the Company's Series F Senior Notes due December 15, 2028). The Underwriter agrees that commercial paper or other debt securities with scheduled maturities of less than one year are not subject to this section 3(e). (f) As soon as practicable after the date of this Agreement, and in any event within the time prescribed by Rule 424 under the 1933 Act, the Company will file the Final Supplemented Prospectus with the Commission and advise the Underwriter of such orderfiling and confirm such advice in writing.

Covenants of the Company. The Company hereby covenants and agrees with each of the Underwriter several Underwriters as follows: (a) If the Company has elected to rely on Rule 430A under the Act, the Company will prepare and file a Prospectus (or term sheet within the meaning of Rule 434 under the Act) containing the information omitted therefrom pursuant to Rule 430A under the Act with the Commission within the time period required by, and otherwise in accordance with the provisions of, Rules 424(b), 430A and 434, if applicable, under the Act; if the Company has elected to rely upon Rule 462(b) under the Act to increase the size of the offering registered under the Act, the Company will prepare and file a registration statement with respect to such increase with the Commission within the time period required by, and otherwise in accordance with the provisions of, Rule 462(b) under the Act; the Company will prepare and file with the Commission, promptly upon the request of the Representative, any amendments or supplements to the Registration Statement or Prospectus (including any term sheet within the meaning of Rule 434 under the Act) that, in the opinion of the Representative, may be necessary or advisable in connection with distribution of the Securities by Underwriters; and the Company will not file any amendment or supplement to the Registration Statement or Prospectus (including any term sheet within the meaning of Rule 434 under the Act) to which the Representative shall reasonably object by notice to the Company after having been furnished with a copy a reasonable time prior to the filing. (b) The Company shall will advise the Representatives promptly of (i) any request of the Commission for amendment of the Registration Statement or for supplement to the Prospectus or for any additional information, (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus, (iii) the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or (iv) the institution or threatening of any proceedings for that purpose, and the Company will use its best efforts to cause prevent the issuance of any such stop order preventing or suspending the use of the Prospectus or suspending such qualification and to obtain as soon as possible the lifting thereof, if issued. (c) The Company will promptly prepare and file at its own expense with the Commission any amendments of, or supplements to, the Registration Statement and the Prospectus which may be necessary in connection with the distribution of the Shares by the Underwriters. During the period when a Prospectus relating to the Shares is required to be delivered under the Act, the Company will promptly file any amendments thereto of, or supplements to, the Registration Statement and the Prospectus which may be necessary to become effective as promptly as practicable and correct any untrue statement of a material fact or any omission to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company will not file any amendment of, or supplement to, the Registration Statement or Prospectus, after the Effective Date, which shall not previously have been submitted to the Representative and its counsel a reasonable time prior to such proposed filing or to which the Representative shall have reasonably objected. In case any Underwriter is required to deliver a prospectus in connection with sales of any Shares at any time, whether before time nine months or more after the effective date of the Registration Statement, file any amendment to upon the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination request of the offering Representative but at the expense of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereofsuch Underwriter, the Company will advise prepare and deliver to such Underwriter as many copies as the Underwriter and confirm by notice in writing: (i) when the Registration Statement, as amended, becomes effective, if the provisions Representative may request of Rule 430A promulgated under the Act will be relied upon, when the an amended or supplemented Prospectus has been filed in accordance complying with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (iiSection 10(a)(3) of the issuance Act. (d) The Company will endeavor to qualify the Shares for sale under the securities laws of such jurisdictions as the Representative may reasonably designate and the Company will file such consents to service of process or other documents necessary or appropriate in order to effect such qualification or registration. In each jurisdiction in which the Shares shall have been qualified or registered as above provided, the Company will continue such qualifications or registrations in effect for so long as may be required for purposes of the distribution of the Shares and make and file such statements and reports in each year as are or may be reasonably required by the Commission laws of any stop order or such jurisdiction to permit secondary trading of the initiationsame; provided, however, that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to the threatening service of any proceedingprocess in suits, suspending other than those arising out of the effectiveness offering or sale of the Shares. (e) The Company will furnish to the Representative, as soon as available, copies of the Registration Statement or any order preventing or suspending the use and all amendments (two of the which will be signed and which shall include all exhibits), each Preliminary Prospectus or the Prospectus, if any, the Prospectus and any amendments or supplements to such documents including any amendment or supplement thereto, or the institution or proceeding for that purpose; (iiiprospectus prepared to permit compliance with Section 10(a)(3) of the issuance by Act, all in such quantities as the Representative may from time to time reasonably request. The Company specifically authorizes the Underwriters and all dealers to whom any state securities commission of any proceedings for the suspension of the qualification Shares may be sold by the Underwriters to use and distribute copies of such Preliminary Prospectuses and Prospectuses in connection with the sale of the Securities for offering or sale Shares as and to the extent permitted by the federal and applicable state and local securities laws. (f) The Company will make generally available to its security holders an earnings statement, in any jurisdiction or a form complying with requirements of the initiation, or the threatening, of any proceeding for that purpose; (ivSection 11(a) of the receipt Act and Rule 158 thereunder, as soon as practicable and in any event not later than 45 days after the end of any comments its fiscal quarter in which occurs the first anniversary date of the Effective Date, meeting the requirements of Section 11(a) of the Act covering a period of at least 12 consecutive months beginning after the Effective Date, and will advise you in writing when such statement has been so made available. (g) The Company will, for such period up to five years from the Commission; First Closing Date, deliver to the Representatives copies of its annual report and (v) copies of any request all other documents, and information furnished by the Commission for Company to its security holders or filed with any amendment securities exchange pursuant to the Registration Statement requirements of such exchange or any amendment or supplement with the Commission pursuant to the Prospectus Act or for additional information. If the Commission Exchange Act, or any state securities commission by the Company. The Company will deliver to the Representatives similar reports with respect to significant subsidiaries, if any, as that term is defined in the rules and regulations under the Act, which are not consolidated in the Company's financial statements. (h) The Company will not, without the prior written consent of the Representative, offer, sell or regulatory authority otherwise dispose of any capital stock of the Company or warrants, options, convertible securities or other rights to assign any shares of capital stock (other than pursuant to employee stock options, the conversion of convertible securities outstanding on the date of this Agreement, or currently outstanding options and warrants) for a period of 180 days after the Effective Date. (i) The Company shall enter a stop order be responsible for and pay all costs and expenses incident to the performance of its obligations under this Agreement including, without limiting the generality of the foregoing, (i) all costs and expenses in connection with the preparation, printing and filing of the Registration Statement (including financial statements and exhibits), Preliminary Prospectuses, if any, the Prospectus and any amendments thereof or suspend supplements to any of the foregoing; (ii) the issuance and delivery of the Shares, including taxes, if any; (iii) the cost of all certificates representing the Shares; (iv) the fees and expenses of the Transfer Agent for the Shares; (v) the fees and disbursements of counsel for the Company; (vi) all fees and other charges of the independent public accountants of the Company; (vii) the cost of furnishing and delivering to the Underwriters and dealers participating in the offering copies of the Registration Statement (including appropriate exhibits), Preliminary Prospectuses, the Prospectus and any amendments of, or supplements to, any of the foregoing; (viii) the NASD filing fee; (ix) all fees and expenses of counsel for the Representative incurred in qualifying the Shares for sale under the laws of such qualification at jurisdictions designated by the Representative (including filing fees). (j) The Company will not take, and will use its best efforts to cause each of its officers and directors not to take, directly or indirectly, any timeaction designed to or which might 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 the Shares and will not effect any sales of any security of the Company which are required to be disclosed in response to Item 701 of Regulation S-X of the Commission which have not been so disclosed in the Registration Statement. (k) Upon completion of this offering, the Company will use its best efforts to maintain the listing of its Common Stock on the National Association of Securities Dealers Automated Quotation System ("Nasdaq") National Market or any other national securities exchange. (l) The Company will apply the net proceeds from the sale of the Shares substantially in the manner set forth in the Prospectus. (m) During the period ending 270 days from the Effective Date, the Company agrees that it will issue press releases, make every reasonable effort public statements and respond to obtain promptly inquiries of the lifting press and securities analysts only after conferring with its counsel and with the Representative. (n) Prior to or as of such ordereither closing date, the Company shall have performed each condition to closing required to be performed by the Company pursuant to Section 5 hereof.

Covenants of the Company. The Company covenants and agrees with the Underwriter as followsseveral Underwriters that: (a) The If the effective time of the Registration Statement is not prior to the execution and delivery of this Agreement, the Company shall will use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable at the earliest possible time and, upon notification from the Commission that the Registration Statement has become effective, will so advise the Representative and counsel to the Underwriters immediately. If the effective time of the Registration Statement is prior to the execution and delivery of this Agreement and any information shall have been omitted therefrom in reliance upon Rule 430A, the Company, at the earliest possible time, will furnish the Representative with a copy of the Prospectus to be filed by the Company with the Commission to comply with Rule 424(b) and Rule 430A under the Act and, if the Representative does not object to the contents thereof, will comply with such Rules. Upon compliance with such Rules, the Company will so advise the Representative promptly. The Company will advise the Representative and counsel to the Underwriters immediately of the issuance by the Commission or any state securities commission of any stop order suspending the effectiveness of the Registration Statement or of the institution of any proceedings for that purpose, or of any notification of the suspension of qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceedings for that purpose, and will also advise the Representative and counsel to the Underwriters immediately of any request of the Commission for amendment or supplement of the Registration Statement, of any Preliminary Prospectus or of the Prospectus, or for additional information, and the Company will not file any amendment or supplement to the Registration Statement (either before or after it becomes effective), to any Preliminary Prospectus or to the Prospectus (including a prospectus filed pursuant to Rule 424(b)) if the Representative has not been furnished with a copy prior to such filing (with a reasonable opportunity to review such amendment or supplement) or if the Representative objects to such filing. (b) If, at any timetime when a prospectus relating to the Shares is required by law to be delivered in connection with sales by an Underwriter or dealer, whether before any event occurs as a result of which the Prospectus would include an untrue statement of a material fact, or would omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to supplement the Prospectus to comply with the Act, the Company promptly will advise the Representative and counsel to the Underwriters and the Attorneys-in-Fact thereof and will promptly prepare and file with the Commission, at its expense, an amendment to the Registration Statement that will correct such statement or omission or an amendment that will effect such compliance; and, if any Underwriter is required to deliver a prospectus nine months or more after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination Company, upon request of the offering Representative but at the expense of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; such Underwriter, will prepare promptly such prospectus or (ii) prospectuses as may be necessary to which the Underwriter shall have objected; or (iii) which is not in permit compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Underwriter and confirm by notice in writing: (i) when the Registration Statement, as amended, becomes effective, if the provisions requirements of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.Section 10(a)(3)

Covenants of the Company. The Company covenants and agrees with the Underwriter as follows: (a) The Company shall use its best efforts to cause will (i) prepare and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A and any amendments thereto to become effective as promptly as practicable and will (ii) not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter you shall not previously have been advised and furnished with a copy; copy or (ii) to which the Underwriter you shall have objected; reasonably objected in writing or (iii) which is not in compliance with the Act, the Exchange Securities Act or the Rules rules and Regulationsregulations of the Commission. (b) As soon as The Company will promptly notify each Underwriter in the event of (i) the request by the Commission for amendment of the Registration Statement or for supplement to the Prospectus or for any additional information, (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, (iii) the institution or notice of intended institution of any action or proceeding for that purpose, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction, or (v) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort to prevent the issuance of such a stop order and, if such an order shall at any time be issued, to obtain the withdrawal thereof at the earliest possible moment. (c) The Company will (i) on or before the Closing Date, deliver to you a signed copy of the Registration Statement as originally filed and of each amendment thereto filed prior to the time the Registration Statement becomes effective and, promptly upon the filing thereof, a signed copy of each post-effective amendment, if any, to the Registration Statement (together with, in each case, all exhibits thereto unless previously furnished to you) and will also deliver to you, for distribution to the Underwriters, a sufficient number of additional conformed copies of each of the foregoing (but without exhibits) so that one copy of each may be distributed to each Underwriter, (ii) as promptly as possible deliver to you and send to the several Underwriters, at such office or offices as you may designate, as many copies of the Prospectus as you may reasonably request, and (iii) thereafter from time to time during the period in which a prospectus is required by law to be delivered by an Underwriter or dealer, likewise send to the Underwriters as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended prospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act. (d) If at any time during the period in which a prospectus is required by law to be delivered by an Underwriter or dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or obtains knowledge thereofof counsel for the Underwriters, to supplement or amend the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser of the Shares, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleading. If, after the initial public offering of the Shares by the Underwriters and during such period, the Underwriters shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Underwriter Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriters such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and confirm file with the Commission a supplement to the Prospectus or an amended prospectus setting forth such variation. The Company authorizes the Underwriters and all dealers to whom any of the Shares may be sold by notice in writing: (i) when the Registration Statementseveral Underwriters to use the Prospectus, as amendedfrom time to time amended or supplemented, becomes effective, if in connection with the provisions sale of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed Shares in accordance with said Rule 430A the applicable provisions of the Securities Act and when the Rules and Regulations thereunder for such period. (e) Prior to the filing thereof with the Commission, the Company will submit to you, for your information, a copy of any post-effective amendment to the Registration Statement becomes effective; (ii) of the issuance by the Commission of and any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or any amended prospectus proposed to be filed. (f) The Company will cooperate, when and as requested by you, in the qualification of the Shares for additional offer and sale under the securities or blue sky laws of such jurisdictions as you may designate and, during the period in which a prospectus is required by law to be delivered by an Underwriter or dealer, in keeping such qualifications in good standing under said securities or blue sky laws; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. The Company will, from time to time, prepare and file such statements, reports, and other documents as are or may be required to continue such qualifications in effect for so long a period as you may reasonably request for distribution of the Shares. (g) During a period of five years commencing with the date hereof, the Company will furnish to you, and to each Underwriter who may so request in writing, copies of all periodic and special reports furnished to stockholders of the Company and of all information. If , documents and reports filed with the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any time(including the Report on Form SR required by Rule 463 of the Commission under the Securities Act). (h) Not later than the 45th day following the end of the fiscal quarter first occurring after the first anniversary of the Effective Date, the Company will make every reasonable effort generally available to obtain promptly its security holders an earnings statement in accordance with Section 11(a) of the lifting Securities Act and Rule 158 thereunder. (i) The Company agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, including all costs and expenses incident to (i) the preparation, printing and filing with the Commission and the NASD of the Registration Statement, any Preliminary Prospectus and the Prospectus, (ii) the furnishing to the Underwriters and, if applicable, the persons designated by them of copies of any Preliminary Prospectus and of the several documents required by paragraph (c) of this Section 5 to be so furnished, (iii) the printing of this Agreement and related documents delivered to the Underwriters, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 5, (v) the furnishing to you and the Underwriters of the reports and information referred to in paragraph (g) of this Section 5 and (vi) the printing and issuance of stock certificates, including the transfer agent's fees. (j) The Company agrees to reimburse you, for the account of the several Underwriters, for blue sky fees and related disbursements (including counsel fees and disbursements and cost of printing memoranda for the Underwriters) paid by or for the account of the Underwriters or their counsel in qualifying the shares under state securities or blue sky laws and in the review of the offering by the NASD. (k) The Company hereby agrees that, without the prior written consent of ▇.▇. ▇▇▇▇▇▇▇▇▇▇ & Co., Inc., the Company will not, for a period of 180 days following the date the Registration Statement becomes effective, directly or indirectly, offer, sell, pledge, contract to sell, grant any option to purchase or otherwise dispose of any shares of Common Stock owned beneficially or otherwise (including, without limitation, shares of Common Stock which may be deemed to be beneficially owned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock which may be issued upon exercise of a stock option or warrant) or any securities convertible into, derivative of or exercisable or exchangeable for such orderCommon Stock, except for the issuance of shares of Common Stock upon the exercise of options to purchase Common Stock which are outstanding on the date hereof. (l) If at any time during the 25-day period after the Registration Statement becomes effective any rumor, publication or event relating to or affecting the Company shall occur as a result of which in your opinion the market price for the shares has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus), the Company will, after written notice from you advising the Company to the effect set forth above, forthwith prepare, consult with you concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to you, responding to or commenting on such rumor, publication or event. (m) The Company is familiar with the Investment Company Act of 1940, as amended, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner to ensure that the Company was not and will not be an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations thereunder. (n) The Company agrees to maintain directors' and officers' insurance customary for the size and nature of the Company's business for a period of two years from the date of this Agreement. (o) At the Closing Date, the Company will further issue and sell to the Representatives or, at their direction, to their bona fide officers or partners, as described below, for a total purchase price of $_____, warrants (the "Warrants") entitling the holders thereof to purchase up to an aggregate of __________ shares of Common Stock (subject to adjustment) (the "Warrant Shares") for a period of four (4) years, such period to commence one year after the effective date of the Registration Statement (except as otherwise set forth in the Warrant Agreement referred to below). Said Warrants shall contain terms and provisions set forth in the Warrant Agreement of even date among the Company and the Representatives (the "Warrant Agreement"). As provided in the Warrant Agreement, the Representatives may designate that some of all of the Warrants be issued in varying amounts directly to their bona fide officers or partners and not to the Representatives. Such designation will be made by the Representatives only if they determine that such issuances would not violate the rules and interpretations of the Board of Governors of the NASD relating to the review of corporate financing arrangements and subject to applicable federal and state securities laws. As further provided, no transfer, assignment or hypothecation of the Warrants shall be made by the Representatives for a period of 12 months from the issuance of the Warrants, except to their bona fide officers or partners and subject to applicable federal and state securities laws.

Covenants of the Company. The In further consideration of the agreements contained herein of the Purchasers, the Company covenants and agrees with to the Underwriter several Purchasers as follows: (aA) The Company shall use its best efforts To furnish to cause the Purchasers or the Representatives a copy of the Registration Statement including the materials, if any, incorporated by reference therein, to timely file with the Commission any Prospectus relating to the offering of the New Notes required to be filed by the Company pursuant to Rule 424(b) under the Act, and, during the period mentioned in (E) below, to supply as many copies of the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto as the Purchasers or the Representatives may reasonably request. The terms “supplement” and “amendment” or “amend” as used in this Agreement shall include all documents filed by the Company with the Commission subsequent to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to or the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination date of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the ActBasic Prospectus, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Underwriter and confirm by notice in writing: (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Pricing Prospectus or the Prospectus, as the case may be, pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are deemed to be incorporated by reference therein. (B) Before amending or supplementing the Registration Statement, the Basic Prospectus, the Pricing Prospectus or the Prospectus with respect to the New Notes, to furnish to any Purchaser or the Representatives, and to counsel for the Purchasers, a copy of each such proposed amendment or supplement theretosupplement. (C) To pay the registration fees for the offering of the New Notes within the time period required by Rule 456(b)(1)(i) under the Act (without giving effect to the proviso therein) and in any event prior to the Closing Date. The covenants in Paragraphs (D), or (E), (F) and (G) apply only to Reselling Purchasers: (D) The Company will notify the institution or proceeding for that purpose; Reselling Purchasers promptly, at any time prior to completion of the resale of the New Notes by the Reselling Purchasers, and confirm the notice in writing, (iiii) of the issuance delivery to the Commission for filing any document to be filed pursuant to the Exchange Act which will be incorporated by any state securities commission of any proceedings for reference into the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiationRegistration Statement, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (vii) of any request by the Commission for any amendment or supplement to the Registration Statement or to any document incorporated by reference therein or for any additional information, (iii) of the issuance by the Commission of any order directed to the Registration Statement or any document incorporated therein by reference or the initiation or threat of any challenge by the Commission to the accuracy or adequacy of any document incorporated by reference in the Registration Statement, (iv) the issuance by the Commission of any order suspending the use of the Pricing Prospectus or the Prospectus or of the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Act, (v) of receipt by the Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) and (vi) of receipt by the Company of any notification with respect to the suspension of the qualification of the New Notes for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose. (E) If, at any time prior to the completion of the resale of the New Notes during which, in the opinion of counsel for the Reselling Purchasers, the Prospectus (or, in lieu thereof, the notice referred to in Rule 173 under the Act) is required by law to be delivered, any event shall occur as a result of which it is necessary to amend or supplement the Prospectus in order to make a statement therein, in light of the circumstances when the Prospectus is delivered to a subsequent purchaser, not materially misleading, or if it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare and furnish, at its own expense (unless such amendment shall relate to information furnished by the Purchasers or the Representatives by or on behalf of the Purchasers in writing expressly for use in the Prospectus), to the Reselling Purchasers, the number of copies requested by the Reselling Purchasers or the Representatives of either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or for additional informationsupplemented will not, in light of the circumstances when the Prospectus is delivered to a subsequent purchaser, be misleading or so that the Prospectus will comply with applicable law. (F) The Company represents that it has not and agrees that it will not make any offer relating to the New Notes that would constitute an “issuer free writing prospectus,” as defined in Rule 433(h)(1) under the Act, unless (i) listed in Schedule B or Schedule C to the Purchase Agreement, (ii) the information contained in the issuer free writing prospectus is immaterial to the offering of the New Notes, or (iii) the consent of the Purchasers is obtained. If Any free writing prospectus consented to by the Purchasers under this paragraph, as well as any other “free writing prospectus” as defined in Rule 405 under the Act required to be filed with the Commission or any and consented to by the Company under Article II hereof, is referred to in this Agreement as a “Permitted Free Writing Prospectus.” The Company represents that it has treated and agrees that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433(h)(1) under the Act, and has complied and will comply with the requirements of Rule 433 applicable to such Permitted Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. (G) To use its best efforts to qualify the New Notes for offer and sale under the state securities commission or regulatory authority Blue Sky laws of such jurisdictions as the Purchasers or the Representatives shall enter reasonably request and to pay all expenses (including fees and disbursements of counsel) in connection therewith; provided, however, that the Company, in complying with the foregoing provisions of this paragraph, shall not be required to qualify as a stop order foreign company or suspend such qualification at to register or qualify as a broker or dealer in securities in any timejurisdiction or to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering or sale of the New Notes; and provided, further, that the Company will make every reasonable effort shall not be required to obtain promptly continue the lifting qualification of such orderthe New Notes beyond one year from the date of the sale of the New Notes.

Covenants of the Company. The Company covenants and agrees with the Underwriter Underwriters as follows: (a) The Company shall use its best efforts Company, on or prior to cause the Closing Date, will deliver to the Underwriters conformed copies of the Registration Statement as originally filed and of all amendments thereto, heretofore or hereafter made, including any amendments thereto to become post-effective amendment (in each case including all exhibits filed therewith, and including unsigned copies of each consent and certificate included therein or filed as promptly as practicable and will not at any timean exhibit thereto, whether before or after the effective date of the Registration Statementexcept exhibits incorporated by reference, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) unless specifically requested). As soon as the Company is advised thereof, it will advise the Representative orally of the issuance of any stop order under the 1933 Act with respect to the Registration Statement, or obtains knowledge the institution of any proceedings therefor, of which the Company shall have received notice, and will use its best efforts to prevent the issuance of any such stop order and to secure the prompt removal thereof, if issued. The Company will deliver to the Representative sufficient conformed copies of the Registration Statement, the Prospectus and the Final Supplemented Prospectus and of all supplements and amendments thereto (in each case without exhibits) for distribution to the Underwriters and, from time to time, as many copies of the Prospectus and the Final Supplemented Prospectus as the Underwriters may reasonably request for the purposes contemplated by the 1933 Act or the 1934 Act. (b) The Company will furnish the Underwriters with copies of each amendment and supplement to the Final Supplemented Prospectus relating to the offering of the Senior Notes in such quantities as the Underwriters may from time to time reasonably request. If, during the period (not exceeding nine months) when the delivery of a prospectus shall be required by law in connection with the sale of any Senior Notes by an Underwriter, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Underwriters, shall occur, which in the opinion of the Company or of Underwriters' counsel should be set forth in a supplement to or an amendment of the Final Supplemented Prospectus, as the case may be, in order to make the Final Supplemented Prospectus not misleading in the light of the circumstances when it is delivered, or if for any other reason it shall be necessary during such period to amend or supplement the Final Supplemented Prospectus or to file under the 1934 Act any document incorporated by reference in the Preliminary Prospectus or Prospectus in order to comply with the 1933 Act or the 1934 Act, the Company forthwith will (i) notify the Underwriters to suspend solicitation of purchases of the Senior Notes and (ii) at its expense, make any such filing or prepare and furnish to the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Supplemented Prospectus which will supplement or amend the Final Supplemented Prospectus so that, as supplemented or amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Final Supplemented Prospectus is delivered, not misleading or which will effect any other necessary compliance. In case any Underwriter is required to deliver a prospectus in connection with the sale of any Senior Notes after the expiration of the period specified in the preceding sentence, the Company, upon the request of such Underwriter, will furnish to such Underwriter, at the expense of such Underwriter, a reasonable quantity of a supplemented or amended prospectus, or supplements or amendments to the Final Supplemented Prospectus, complying with Section 10(a) of the 1933 Act. During the period specified in the second sentence of this subsection, the Company will advise continue to prepare and file with the Underwriter Commission on a timely basis all documents or amendments required under the 1934 Act and confirm the rules and regulations thereunder; provided, that the Company shall not file such documents or amendments without also furnishing copies thereof prior to such filing to the Representative and Dewe▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇. (c) The Company will endeavor, in cooperation with the Underwriters, to qualify the Senior Notes for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Representative may designate; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by notice the Company to be unduly burdensome. (d) The Company will make generally available to its security holders as soon as practicable but not later than 45 days after the close of the period covered thereby, an earnings statement of the Company (in writing: (i) when the Registration Statement, as amended, becomes effective, if form complying with the provisions of Rule 430A promulgated 158 of the rules and regulations under the Act will be relied upon, when 1933 Act) covering a twelve-month period beginning not later than the Prospectus has been filed first day of the Company's fiscal quarter next following the "effective date" (as defined in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii158) of the issuance by the Commission Registration Statement. (e) During a period of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments 15 days from the Commission; and (v) date of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any timethis Agreement, the Company will make every reasonable effort not, without the Underwriters' prior written consent, directly or indirectly, sell, offer to obtain promptly sell, grant any option for the lifting sale of, or otherwise dispose of, any Senior Notes or any security convertible into or exchangeable into or exercisable for the Senior Notes or any debt securities substantially similar to the Senior Notes (except for the Senior Notes issued pursuant to this Agreement). (f) As soon as practicable after the date of this Agreement, and in any event within the time prescribed by Rule 424 under the 1933 Act, to file the Final Supplemented Prospectus with the Commission and to advise the Representative of such orderfiling and to confirm such advice in writing.

Covenants of the Company. The Company covenants and agrees with the Underwriter each Agent as follows: (a) The Company shall use its best efforts to cause will notify the Registration Statement and any amendments thereto to become effective as promptly as practicable and will not at any timeLead Agent, whether before or after the effective date on behalf of the Registration StatementAgents, file and Kramer Levin Naftalis & Frankel LLP, Agent counsel ("Agent Counsel") ▇▇▇▇▇▇▇▇▇▇▇ (▇) ▇▇ ▇he ▇▇▇▇▇▇▇veness of any amendment to the Registration Statement Statement, (ii) of any request by the Commission for any amendment of or supplement to the Registration Statement or the Final Prospectus or file for any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or additional information, (iii) which is not in compliance with of the Act, the Exchange Act mailing or the Rules and Regulations. (b) As soon as delivery to the Company is advised Commission for filing of any supplement to the Final Prospectus or obtains knowledge thereof, any document to be filed pursuant to the Company will advise the Underwriter and confirm by notice in writing: (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the 1934 Act which will be relied uponincorporated by reference in the Final Prospectus, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (iiiv) of the issuance by the Commission of any stop order or of the initiation, a Stop Order suspending (or the threatening effect of any proceeding, suspending which is to suspend or otherwise limit) the effectiveness of the Registration Statement or (including any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any post-effective amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; proceedings therefor, (ivv) of the receipt of any comments from the Commission; Commission and (vvi) of any request the receipt by the Commission for Company of any amendment notification with respect to the Registration Statement suspension or limitation of the qualification of the Notes for sale in any amendment jurisdiction or supplement to the Prospectus initiation, or threatening, of any proceeding for additional informationthat purpose. If the Commission or any state securities commission or regulatory other authority shall propose or enter a stop order or suspend such qualification Stop Order at any time, the Company will make every reasonable effort to prevent the issuance of any such Stop Order and, if issued, to obtain promptly the lifting withdrawal of such orderStop Order as soon as possible. (b) During any Marketing Period, the Company will comply with all requirements imposed upon it by the 1933 Act and the Trust Indenture Act, as now existing and as hereafter amended, and by the Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of, or dealing in, the Notes in accordance with the provisions thereof and the Final Prospectus. If at any time when a prospectus relating to the Notes is required to be delivered under the 1933 Act or any event shall have occurred as a result of which, in the judgment of the Company, the Lead Agent or Agent Counsel, the Final Prospectus as then amended or supplemented includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary at any time to amend or supplement the Final Prospectus or Registration Statement to comply with the 1933 Act, the Trust Indenture Act or the Regulations, or if there shall occur any material change affecting any of the representations and warranties in Section 1, the Company will notify the Lead Agent promptly and prepare and file with the Commission and all other applicable bodies an appropriate amendment or supplement (in form and substance satisfactory to the Lead Agent) which will correct such statement or omission and will use its best efforts to have any amendment to the Registration Statement declared effective as soon as possible and will deliver to the Lead Agent, on behalf of the Agents, without charge, such number of copies thereof as may be reasonably requested by the Lead Agent. (c) The Company will promptly deliver to the Lead Agent a copy of the Registration Statement, including exhibits and all amendments thereto, and the Company will promptly deliver without charge to the Lead Agent such number of copies of the Basic Prospectus, any Preliminary Final Prospectus, the Final Prospectus, the Registration Statement, and all amendments of and supplements to such documents (including any listing particulars and supplementary listing particulars), if any, as the Lead Agent may reasonably request. (d) The Company will endeavor in good faith, in cooperation with you to timely qualify the Notes for offering and sale under the securities and other applicable laws of such jurisdictions as you may designate and to maintain such qualification in effect for so long as required for the distribution thereof; provided that in no event shall the Company be obligated to qualify to do business in any jurisdiction where it is not now so qualified or to take action which would subject it to general service of process in any jurisdiction where it is not now so subject or to conduct its business in a manner in which it is not currently so conducting its business. (e) The Company will make generally available (within the meaning of Section 11(a) of the 1933 Act and Rule 158 of the Regulations) to its security holders and to the Lead Agent, on behalf of the Agents, as soon as practicable an earnings statement which need not be audited but which shall satisfy the provisions of Section 11(a) of the 1933 Act and Rule 158 of the Regulations. (f) The Company, during the period when the Final Prospectus is required to be delivered under the 1933 Act, will file promptly all documents required to be filed with the Commission pursuant to Section 13 or 14 of the 1934 Act. (g) The Company will apply the proceeds from ▇▇▇ ▇▇▇▇ of the Notes as set forth under the caption "Use of Proceeds" in the Final Prospectus. (h) The Company will comply with all provisions of all undertakings contained in the Registration Statement. (i) The Company consents to the use of the Final Prospectus or any amendment or supplement thereto by you and by all dealers to whom the Notes may be sold, both in connection with the offering or sale of the Notes and for such period of time thereafter as the Final Prospectus is required by law to be delivered in connection therewith.

Covenants of the Company. The Company covenants and agrees with the Underwriter as follows: (a) The Company shall use its best efforts Company, on or prior to cause the Closing Date, will deliver to the Underwriter conformed copies of the Registration Statement as originally filed and of all amendments thereto, heretofore or hereafter made, including any amendments thereto to become post-effective amendment (in each case including all exhibits filed therewith, and including unsigned copies of each consent and certificate included therein or filed as promptly as practicable and will not at any timean exhibit thereto, whether before or after the effective date of the Registration Statementexcept exhibits incorporated by reference, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) unless specifically requested). As soon as the Company is advised thereof, it will advise the Underwriter orally of the issuance of any stop order under the 1933 Act with respect to the Registration Statement, or obtains knowledge the institution of any proceedings therefor, of which the Company shall have received notice, and will use its best efforts to prevent the issuance of any such stop order and to secure the prompt removal thereof, if issued. The Company will deliver to the Underwriter sufficient conformed copies of the Registration Statement, the Prospectus and the Final Supplemented Prospectus and of all supplements and amendments thereto (in each case without exhibits) and, from time to time, as many copies of the Prospectus and the Final Supplemented Prospectus as the Underwriter may reasonably request for the purposes contemplated by the 1933 Act or the 1934 Act. (b) The Company will furnish the Underwriter with copies of each amendment and supplement to the Final Supplemented Prospectus relating to the offering of the Senior Notes in such quantities as the Underwriter may from time to time reasonably request. If, during the period (not exceeding nine months) when the delivery of a prospectus shall be required by law in connection with the sale of any Senior Notes by an Underwriter, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Underwriter, shall occur, which in the opinion of the Company or of Underwriter's counsel should be set forth in a supplement to or an amendment of the Final Supplemented Prospectus, as the case may be, in order to make the Final Supplemented Prospectus not misleading in the light of the circumstances when it is delivered, or if for any other reason it shall be necessary during such period to amend or supplement the Final Supplemented Prospectus or to file under the 1934 Act any document incorporated by reference in the Prospectus in order to comply with the 1933 Act or the 1934 Act, the Company forthwith will (i) notify the Underwriter to suspend solicitation of purchases of the Senior Notes and (ii) at its expense, make any such filing or prepare and furnish to the Underwriter a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Supplemented Prospectus which will supplement or amend the Final Supplemented Prospectus so that, as supplemented or amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Final Supplemented Prospectus is delivered, not misleading or which will effect any other necessary compliance. In case the Underwriter is required to deliver a prospectus in connection with the sale of any Senior Notes after the expiration of the period specified in the preceding sentence, the Company, upon the request of the Underwriter, will furnish to the Underwriter, at the expense of the Underwriter, a reasonable quantity of a supplemented or amended prospectus, or supplements or amendments to the Final Supplemented Prospectus, complying with Section 10(a) of the 1933 Act. During the period specified in the second sentence of this subsection, the Company will advise continue to prepare and file with the Commission on a timely basis all documents or amendments required under the 1934 Act and the rules and regulations thereunder; provided, that the Company shall not file such documents or amendments without also furnishing copies thereof prior to such filing to the Underwriter and confirm Dewey Ballantine LLP. (c) The Company will endeavor, in coope▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ Underwriter, to qualify the Senior Notes for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriter may designate; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by notice the Company to be unduly burdensome. (d) The Company will make generally available to its security holders as soon as practicable but not later than 45 days after the close of the period covered thereby, an earnings statement of the Company (in writing: (i) when the Registration Statement, as amended, becomes effective, if form complying with the provisions of Rule 430A promulgated 158 of the rules and regulations under the Act will be relied upon, when 1933 Act) covering a twelve-month period beginning not later than the Prospectus has been filed first day of the Company's fiscal quarter next following the "effective date" (as defined in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii158) of the issuance Registration Statement. (e) As soon as practicable after the date of this Agreement, and in any event within the time prescribed by Rule 424 under the 1933 Act, to file the Final Supplemented Prospectus with the Commission and to advise the Underwriter of any stop order or such filing and to confirm such advice in writing. (f) During a period of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments 15 days from the Commission; and (v) date of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any timethis Agreement, the Company will make every reasonable effort not, without the Underwriter's prior written consent, directly or indirectly, sell, offer to obtain promptly sell, grant any option for the lifting sale of, or otherwise dispose of, any Senior Notes or any security convertible into or exchangeable into or exercisable for the Senior Notes or any debt securities substantially similar to the Senior Notes (except for the Senior Notes issued pursuant to this Agreement, the Series N 5.750% Senior Notes due April 15, 2023 and the Series O 5.90% Senior Notes due April 15, 2033). The Underwriter agrees that commercial paper or other debt securities with scheduled maturities of such orderless than one year are not subject to this Section 3(f).

Covenants of the Company. The Company covenants and agrees with the Underwriter as followsAgent that: (a) The During the period in which a prospectus relating to the Shares is required to be delivered under the Act, the Company shall use its best efforts to cause will notify the Registration Statement and any amendments thereto to become effective as Agent promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file time when any subsequent amendment to the Registration Statement has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; it will prepare and file with the Commission, promptly upon the Agent's request, any amendments or supplements to the Registration Statement or Prospectus that, in the Agent's opinion, may be necessary or advisable in connection with the distribution of the Shares by the Agent; the Company will not file any amendment or supplement to the Registration Statement or Prospectus (other than any prospectus supplement relating to the offering of other securities (including, without limitation, common stock other than pursuant to this Agreement) registered under the Registration Statement) unless a copy thereof has been submitted to the Agent a reasonable period of time before the filing and the Agent has not reasonably objected thereto; and it will furnish to the Agent at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference in the Registration Statement or Prospectus; and the Company will cause each amendment or supplement to the Prospectus or file to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Rules and Regulations or, in the case of any document under to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act: (i) before termination of , within the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulationstime period prescribed. (b) As soon as the Company is advised or obtains knowledge thereof, the The Company will advise the Underwriter and confirm by Agent, promptly after it shall receive notice in writing: (i) when the Registration Statementor obtain knowledge thereof, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use Statement, of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities Shares for offering or sale in any jurisdiction jurisdiction, or of the initiation, initiation or the threatening, threatening of any proceeding for that any such purpose; and it will promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if such a stop order should be issued. (ivc) Within the time during which a prospectus relating to the Shares is required to be delivered under the Act, the Company will comply as far as it is able with all requirements 8 9 imposed upon it by the Act and by the Rules and Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Shares as contemplated by the provisions hereof and the Prospectus and will file on or before their due date all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 or 15(d) of the receipt Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of such Shares. If during such period any comments from event occurs as a result of which the Commission; Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus to comply with the Act, the Company will promptly notify the Agent to suspend the offering of Shares during such period and the Company will amend or supplement the Registration Statement or Prospectus (v) at the expense of any request the Company, unless the misstatements or omissions in question were made solely in reliance on written information relating to the Agent furnished to the Company by the Commission Agent expressly for use in the Registration Statement or Prospectus in which case such amendment or supplement shall be at the expense of the Agent) so as to correct such statement or omission or effect such compliance. (d) The Company will use its reasonable best efforts to qualify the Shares for sale under the securities laws of such jurisdictions as the Agent designates and to continue such qualifications in effect so long as required for the distribution of the Shares, except that the Company shall not be required in connection therewith to qualify as a foreign corporation or to execute a general consent to service of process in any amendment jurisdiction. (e) The Company will furnish to the Agent and its counsel (at the expense of the Company) copies of the Registration Statement, the Prospectus (including all documents incorporated by reference therein) and all amendments and supplements (other than any prospectus supplement relating to the offering of other securities including, without limitation, Common Stock other than pursuant to this Agreement) to the Registration Statement or any amendment or supplement Prospectus that are filed with the Commission during the period in which a prospectus relating to the Prospectus or for additional information. If Shares is required to be delivered under the Act (including all documents filed with the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend during such qualification at any timeperiod that are deemed to be incorporated by reference therein), in each case as soon as available and in such quantities as the Agent may from time to time reasonably request and will also furnish copies of the Prospectus to the NYSE in accordance with Rule 153 of the Rules and Regulations. (f) The Company will make every generally available to its security holders as soon as practicable, but in any event not later than 15 months after the end of the Company's current fiscal quarter, an earnings statement (which need not be audited) covering a 12-month period that satisfies the provisions of Section 11(a) of the Act and Rule 158 of the Rules and Regulations. (g) The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses incident to the performance of its obligations hereunder, including, but not limited to, expenses relating to (i) the printing and filing of the Registration Statement as originally filed and of each amendment thereto, (ii) the preparation, issuance and delivery of the Shares, (iii) the reasonable effort to obtain promptly the lifting of such order.fees and disbursements of

Covenants of the Company. The Company covenants and agrees with you and the Underwriter as followsseveral Underwriters participating in the Offering of any Series of Certificates that: (a) The In connection with the execution of each Terms Agreement, the Company shall use its best efforts will prepare a Prospectus Supplement to cause be filed under the Registration Statement Act setting forth the principal amount of Certificates covered thereby and their terms not otherwise specified in the Prospectus, the price at which the Certificates are to be purchased by the Underwriters from the Company, either the initial public offering price or the method by which the price at which the Certificates are to be sold will be determined, the selling concession and reallowance, if any, any delayed delivery arrangements, and such other information as you and the Company deem appropriate in connection with the offering of the Certificates, but the Company will not file any amendments thereto to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement any amendments or supplements to the Prospectus Prospectus, unless it shall first have delivered copies of such amendments or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter supplements to you, and you shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge reasonably objected thereto promptly after receipt thereof, the . The Company will advise the Underwriter and confirm by notice in writing: you or your counsel promptly (i) when notice is received from the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when Commission that any post-effective amendment to the Registration Statement becomes has become or will become effective; , and (ii) of the issuance by the Commission of any stop order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the initiationCertificates, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction examinations that may lead to such an order or communication, whether by or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any authority administering any state securities commission or regulatory authority shall enter a stop Blue Sky law, as soon as the Company is advised thereof, and will use its best efforts to prevent the issuance of any such order or suspend communication and to obtain as soon as possible its lifting, if issued. (b) The Company will cause any Computational Materials and any Structural Term Sheets (each as defined in Section 8 below) with respect to each Series of Certificates that are delivered by the Underwriters to the Company pursuant to Section 8 to be filed with the Commission on a Current Report on Form 8-K (a "Current Report") pursuant to Rule 13a-11 under the Exchange Act on the business day immediately following the day on which such qualification Computational Materials and Structural Term Sheets are delivered to counsel for the Company by any of the Underwriters prior to 10:30 a.m. (and will use its best efforts to cause such Computational Materials and Structural Term Sheets to be so filed prior to 2:00 p.m., New York time, on the following business day), and will promptly advise you when such Current Report has been so filed. The Company will cause one Collateral Term Sheet (as defined in Section 9 below) with respect to an Offering of a Series that is delivered by any of the Underwriters to the Company in accordance with the provisions of Section 9 to be filed with the Commission on a Current Report pursuant to Rule 13a-11 under the Exchange Act on the business day immediately following the day on which such Collateral Term Sheet is delivered to counsel for the company by any of the Underwriters prior to 10:30 a.m. In addition, if at any timetime prior to the availability of the related Prospectus Supplement, any of the Underwriters has delivered to any prospective investor a subsequent Collateral Term Sheet that reflects, in the reasonable judgment of such Underwriter and the Company, a material change in the characteristics of the Mortgage Loans for the related Series from those on which a Collateral Term Sheet with respect to the related Series previously filed with the Commission was based, the Company will cause any such Collateral Term Sheet that is delivered by such Underwriter to the Company in accordance with the provisions of Section 9 to be filed with the Commission on a Current Report on the business day immediately following the day on which such Collateral Term Sheet is delivered to counsel for the Company by such Underwriter prior to 2:00 p.m. In each case, the Company will promptly advise you when such Current Report has been so filed. Notwithstanding the four preceding sentences, the Company shall have no obligation to file any materials provided by any of the Underwriters pursuant to Sections 8 and 9 which (i) in the reasonable determination of the Company are not required to be filed pursuant to the ▇▇▇▇▇▇ Letters or the PSA Letter (each as defined in Section 8 below), or (ii) contain erroneous information or contain any untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any Computational Materials or ABS Term Sheets (as defined in Section 9 below) provided by such Underwriter to the Company pursuant to Section 8 or Section 9 hereof. The Company shall give notice to you and such Underwriter of its determination not to file any materials pursuant to clause (i) of the preceding sentence and agrees to file such materials if such Underwriter or you reasonably object to such determination within one business day after receipt of such notice. (c) If at any time when a prospectus relating to the Certificates is required to be delivered under the Act any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company promptly will prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance; provided, however, that the Company will not be required to file any such amendment or supplement with respect to any Computational Materials, Structural Term Sheets or Collateral Term Sheets incorporated by reference in the Prospectus other than any amendments or supplements of such Computational Materials or Structural Term Sheets that are furnished to the Company by the Underwriters pursuant to Section 8(e) hereof or any amendments or supplements of such Collateral Term Sheets that are furnished to the Company by the Underwriters pursuant to Section 9(d) hereof which are required to be filed in accordance therewith. (d) With respect to each Series of Certificates, the Company will make every reasonable effort generally available to obtain promptly the lifting holders of the Certificates and will deliver to you, in each case as soon as practicable, an earnings statement covering the twelve-month period beginning after the date of the Terms Agreement in respect of such orderseries of Certificates, which will satisfy the provisions of Section 11(a) of the Act with respect to the Certificates. (e) The Company will furnish to you a copy of the Registration Statement as originally filed (together with all documents and exhibits thereto or incorporated by reference therein), each related preliminary prospectus, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as you reasonably request. (f) The Company will endeavor to arrange for the qualification of the Certificates for sale and the determination of their eligibility for investment under the laws of such jurisdictions as you reasonably designate and will continue such qualifications in effect so long as reasonably required for the initial distribution of Certificates; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not qualified on the date of the related Terms Agreement or to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is not, on the date of the related Terms Agreement, subject to such service of process. (g) The Company will pay or cause to be paid all expenses incidental to the performance of its obligations under this Agreement and any Terms Agreement and any expenses (including fees and disbursements of O'Melveny & ▇▇▇▇▇ LLP and accountants) incurred by them in connection with the printing of memoranda relating thereto, for any fees charged by the nationally recognized statistical rating agencies for the rating of the Certificates, for the filing fee of the National Association of Securities Dealers, Inc. relating to the Certificates, if applicable, and for expenses incurred in distributing preliminary prospectuses to the Underwriters. (h) During the period when a prospectus is required by law to be delivered in connection with the sale of the Certificates pursuant to this Agreement, the Company will file or cause to be filed, on a timely and complete basis, all documents that are required to be filed by the Company with the Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. (i) The Company will file with the Commission within 15 days of the issuance of the Certificates a report on Form 8-K setting forth specific information concerning the Certificates and the Mortgage Pool to the extent that such information is not set forth in the Prospectus.

Covenants of the Company. The Company covenants and agrees with the Underwriter several Underwriters as follows: (a) The Company shall use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Act or Exchange Act: (i) Act before termination of the offering of the Securities Shares by the Underwriter Underwriters of which the Underwriter you shall not previously have been advised and furnished with a copy; , or (ii) to which the Underwriter you shall have objected; objected or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Underwriter you and confirm by the notice in writing: , (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; , (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening threatening, of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding of proceedings for that purpose; , (iii) of the issuance by the Commission or by any state securities commission of any proceedings for the suspension of the qualification of any of the Registered Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; , (iv) of the receipt of any comments from the Commission; , and (v) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort use its best efforts to obtain promptly the lifting of such order. (c) The Company shall file the Prospectus (in form and substance satisfactory to you) in accordance with the requirements of the Act. (d) The Company will give you notice of its intention to file or prepare any amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Prospectus (including any revised prospectus which the Company proposes for use by the Underwriters in connection with the offering of the Registered Securities which differs from thecorresponding prospectus on file at the Commission at the time the Registration Statement becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the Regulations), and will furnish the Underwriters with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such amendment or supplement to which the Underwriter or ▇▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP ("Underwriters' Counsel") shall reasonably object. (e) The Company shall endeavor in good faith, in cooperation with the Underwriters, at or prior to the time the Registration Statement becomes effective, to qualify the Registered Securities for offering and sale under the securities laws of such jurisdictions as you may reasonably designate to permit the continuance of sales and dealings therein for as long as may be necessary to complete the distribution, and shall make such applications, file such documents and furnish such information as may be required for such purpose; provided, however, the Company shall not be required to qualify as a foreign corporation or become subject to service of process in any such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless you agree that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may reasonably be required by the laws of such jurisdiction to continue such qualification. (f) During the time when a prospectus is required to be delivered under the Act, the Company shall use all reasonable efforts to comply with all requirements imposed upon it by the Act, as now and hereafter amended, and by the Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Registered Securities in accordance with the provisions hereof and the Prospectus, or any amendments or supplements thereto. If at any time when a prospectus relating to the Registered Securities is required to be delivered under the Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or Underwriters' Counsel, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with the Act, the Company will notify you promptly and prepare and file with the Commission an appropriate amendment or supplement in accordance with Section 10 of the Act, each such amendment or supplement to be satisfactory to Underwriters' Counsel, and the Company will furnish to the Underwriters copies of such amendment or supplement as soon as available and in such quantities as the Underwriter may request. (g) As soon as practicable, but in any event not later than 45 days after the end of the 12-month period beginning on the day after the end of the fiscal quarter of the Company during which the effective date of the Registration Statement occurs (90 days in the event that the end of such fiscal quarter is the end of the Company's fiscal year), the Company shall make generally available to its security holders, in the manner specified in Rule 158(b) of the Regulations, and to you, an earnings statement which will be in the detail required by, and will otherwise comply with, the provisions of Section 11(a) of the Act and Rule 158(a) of the Regulations, which statement need not be audited unless required by the Act, covering a period of at least 12 consecutive months after the effective date of the Registration Statement. (h) During a period of five (5) years after the date hereof if required by law or the applicable rules of the Commission, any securities exchange or the NASD, the Company will furnish to its stockholders, as soon as practicable after the end of each respective period, annual reports (including financial statements audited by independent public accountants) and unaudited quarterly reports of operations for each of the first three quarters of the fiscal year, and will furnish to the Representatives: (i) concurrently, if required (when available if not), with furnishing such reports to its stockholders, statements of operations of the Company for each of the first three quarters in the form furnished to the Company's stockholders; (ii) concurrently with furnishing to its stockholders, an annual report; (iii) as soon as they are available, copies of all other reports (financial or other) mailed to the Company's stockholders; (iv) as soon as they are available, copies of all reports and financial statements furnished to or filed with the Commission, any securities exchange or the NASD; (v) every material press release in respect of the Company or its affairs which was released or prepared by the Company; and (vi) any additional information of a public nature concerning the Company or its business that you may reasonably request. During such five-year period, if the Company shall have active subsidiaries, the foregoing financial statements shall be on a consolidated basis to the extent that the accounts of the Company and its subsidiaries are consolidated, and shall be accompanied by similar financial statements for any significant subsidiary that is not so consolidated. (i) The Company will maintain a transfer agent (the "Transfer Agent") and, if necessary under the jurisdiction of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for the Common Stock and the Representatives' Warrants. (j) The Company will furnish to you or on your order, without charge, at such place as you may designate, copies of each Preliminary Prospectus, the Registration Statement and any pre-effective or post-effective amendments thereto (two of which copies will be signed and will include all financial statements and exhibits), each Preliminary Prospectus, the Prospectus, and all amendments and supplements thereto, including any prospectus prepared after the effective date of the Registration Statement, in each case as soon as available and in such quantities as you may reasonably request. (k) On or before the effective date of the Registration Statement, the Company shall provide you with true copies of duly executed, legally binding and enforceable Lock-up Agreements. On or before the Closing Date, the Company shall deliver instructions to the Transfer Agent authorizing it to place appropriate stop transfer orders on the Company's ledgers. (l) The Company shall use its best efforts to cause its officers, directors, stockholders or affiliates (within the meaning of the Regulations) not to take, directly or indirectly, any action designed to, or which might in the future reasonably be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company. (m) The Company shall apply the net proceeds from the sale of the Registered Securities substantially in the manner, and subject to the conditions, set forth under "Use of Proceeds" in the Prospectus. (n) The Company shall timely file all such reports, forms or other documents as may be required from time to time, under the Act, the Exchange Act, and the Regulations, and all such reports, forms and documents filed will comply as to form and substance with the applicable requirements under the Act, the Exchange Act, and the Regulations. (o) The Company shall cause the Registered Securities to be quoted on Nasdaq, and for a period of five (5) years from the date hereof shall use its best efforts to maintain the quotation of the Registered Securities to the extent outstanding. (p) For a period of two (2) year from the Closing Date, the Company shall furnish to you, at the Company's sole expense, upon your written, daily consolidated transfer sheets relating to the Common Stock, up to four (4) times during such year. (q) For a period of five (5) years after the effective date of the Registration Statement the Company shall, at the Company's sole expense, take all necessary and appropriate actions to further qualify the Company's securities in all jurisdictions of the United States in order to permit secondary sales of such securities pursuant to the Blue-Sky laws of those jurisdictions which do not require the Company to qualify as a foreign corporation or to file a general consent to service of process. (r) The Company (i) prior to the effective date of the Registration Statement, has filed a Form 8-A with the Commission providing for the registration of the Common Stock under the Exchange Act and (ii) as soon as practicable, will use its best efforts to take all necessary and appropriate actions to be included in Standard and Poor's Corporation Descriptions and to continue such inclusion for a period of not less than five (5) years. (s) The Company agrees that for a period of six (6) months following the effective date of the Registration Statement it will not, without your prior written consent, offer, issue, sell, contract to sell, grant any option for the sale of or otherwise dispose of any Common Stock, or securities convertible into Common Stock, except for the issuance of the Option Shares, the Representatives' Warrants and shares of Common Stock issued upon the exercise of currently outstanding warrants or options issued under any stock option plan in effect on the Closing Date, shares of Common Stock automatically granted pursuant to any stock option plan in effect on the Closing Date, or shares of Common Stock issued pursuant to any employee stock purchase plan in effect on the Closing Date. (t) Until the completion of the distribution of the Registered Securities, the Company shall not without the prior written consent of the Representatives or Underwriters' Counsel, issue, directly or indirectly any press release or other communication or hold any press conference with respect to the Company or its activities or the offering contemplated hereby, other than trade releases issued in the Company's business consistent with past practices with respect to the Company's operations. (u) For a period equal to the lesser of (i) five (5) years from the date hereof, and (ii) the sale to the public of the Representatives' Shares, the Company will not take any action or actions which may prevent or disqualify the Company's use of Form S-1 (or other appropriate form) for the registration under the Act of the Representatives' Shares. (v) The Company agrees that it shall use its best efforts, which shall include, but shall not be limited to, the solicitation of proxies, to elect two (2) additional persons reasonably acceptable to the Representatives to the Company's Board of Directors. Each of these individuals shall be an "independent director" within the meaning of the rules of The Nasdaq Stock Market (and, in particular, Rule 4200(a)(14)). In addition, during such three (3) year period the Company shall allow an individual selected by APR, individually and not as a representative, to attend all meetings of the Company's Board of Directors. The Company will use its best efforts to obtain Directors and Officers insurance in an amount of not less than $5,000,000, which insurance, once obtained, it shall use its best efforts to keep in full force and effect for a period of at least five (5) years from the Closing. (w) The Company agrees that within forty-five (45) days after the Closing it shall retain a public relations firm which is acceptable to the Representatives. The Company shall keep such public relations firm, or any replacement, for a period of three (3) years from the Closing. Any replacement public relations firm shall be retained only with the consent of the Representatives. (x) The Company shall prepare and deliver, at the Company's sole expense, to the Representatives within the one hundred and twenty (120) day period after the later of the effective date of the Registration Statement or the latest Option Closing Date, as the case may be, four bound volumes containing all correspondence with regulatory officials, agreements, documents and all other materials in connection with the offering as requested by the Underwriters' Counsel. (y) For a period of two (2) years following the effective date of the Registration Statement, the Company shall not effect a change in its independent outside accountants without the prior written consent of the Representatives. (z) Until expiration of the Representatives' Warrants, the Company will keep reserved sufficient shares of Common Stock for issuance upon exercise of the Representatives' Warrants. (aa) If, at the request of the Company, APR individually, and not as a representative of the several Underwriters, introduces a potential merger or acquisition candidates to the Company, it shall be entitled to a "▇▇▇▇▇▇ Formula" fee (any consideration other than cash to be valued at fair market value) of the aggregate consideration involved in any transaction (including mergers, acquisitions, joint ventures and any other business combination for the Company introduced by APR) consummated by the Company with such candidate within eighteen (18) months following the date of this Agreement, such finder's fee to be paid in cash to APR at the closing of such transaction. APR shall provide the Compan

Covenants of the Company. The Company covenants and agrees with the Underwriter Underwriters as follows: (a) The Company shall use its best efforts Company, on or prior to cause the Closing Date, will deliver to the Underwriters conformed copies of the Registration Statement as originally filed and of all amendments thereto, heretofore or hereafter made, including any amendments thereto to become post-effective amendment (in each case including all exhibits filed therewith, and including unsigned copies of each consent and certificate included therein or filed as promptly as practicable and will not at any timean exhibit thereto, whether before or after the effective date of the Registration Statementexcept exhibits incorporated by reference, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) unless specifically requested). As soon as the Company is advised or obtains knowledge thereof, the Company it will advise the Underwriter and confirm by notice in writing: (i) when Representative orally of the issuance of any stop order under the 1933 Act with respect to the Registration Statement, as amendedor the institution of any proceedings therefor, becomes effectiveof which the Company shall have received notice, and will use its best efforts to prevent the issuance of any such stop order and to secure the prompt removal thereof, if the provisions of Rule 430A promulgated under the Act issued. The Company will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment deliver to the Registration Statement becomes effective; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness Representative sufficient conformed copies of the Registration Statement Statement, the Prospectus and the Final Supplemented Prospectus and of all supplements and amendments thereto (in each case without exhibits) for distribution to the Underwriters and, from time to time, as many copies of the Prospectus and the Final Supplemented Prospectus as the Underwriters may reasonably request for the purposes contemplated by the 1933 Act or the 1934 Act. (b) The Company will furnish the Underwriters wi▇▇ ▇▇▇▇▇s of each amendment and supplement to the Final Supplemented Prospectus relating to the offering of the Senior Notes in such quantities as the Underwriters may from time to time reasonably request. If, during the period (not exceeding nine months) when the delivery of a prospectus shall be required by law in connection with the sale of any Senior Notes by an Underwriter, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Underwriters, shall occur, which in the opinion of the Company or of Underwriters' counsel should be set forth in a supplement to or an amendment of the Final Supplemented Prospectus in order preventing to make the Final Supplemented Prospectus not misleading in the light of the circumstances when it is delivered, or suspending if for any other reason it shall be necessary during such period to amend or supplement the use of Final Supplemented Prospectus or to file under the 1934 Act any document incorporated by reference in the Preliminary Prospectus or the Prospectus in order to comply with the 1933 Act or the 1934 Act, the Company forthwith will (i) notify the Underwriters to suspend solicitation of purchases of the Senior Notes and (ii) at its expense, make any such filing or prepare and furnish to the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Supplemented Prospectus which will supplement or amend the Final Supplemented Prospectus so that, as supplemented or amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Final Supplemented Prospectus is delivered, not misleading or which will effect any other necessary compliance. In case any Underwriter is required to deliver a prospectus in connection with the sale of any Senior Notes after the expiration of the period specified in the preceding sentence, the Company, upon the request of such Underwriter, will furnish to such Underwriter, at the expense of such Underwriter, a reasonable quantity of a supplemented or amended prospectus, or supplements or amendments to the Final Supplemented Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iiicomplying with Section 10(a) of the issuance by any state securities commission 1933 Act. During the period specified in the second sentence of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any timethis subsection, the Company will make every reasonable effort continue to obtain promptly prepare and file with the lifting Commission on a timely basis all documents or amendments required under the 1934 Act and the rules and regulations thereunder; provided, that the Company shall not file such documents or amendments without also furnishing copies thereof prior to such filing to the Representative and Dewey Ballantine LLP. (c) The Company will endeavor, in co▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇he Underwriters, to qualify the Senior Notes for offering and sale under the applicable securities laws of such orderstates and the other jurisdictions of the United States as the Representative may designate; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by the Company to be unduly burdensome. (d) The Company will make generally available to its security holders as soon as practicable but not later than 45 days after the close of the period covered thereby, an earnings statement of the Company (in form complying with the provisions of Rule 158 of the rules and regulations under the 1933 Act) covering a twelve-month period beginning not later than ▇▇▇ ▇▇rst day of the Company's fiscal quarter next following the "effective date" (as defined in Rule 158) of the Registration Statement. (e) As soon as practicable after the date of this Agreement, and in any event within the time prescribed by Rule 424 under the 1933 Act, to file the Final Supplemented Prospectus with the Commission and to advise the Representative of such filing and to confirm such advice in writing. (f) During a period of 15 days from the date of this Agreement, the Company will not, without the Representative's prior written consent, directly or indirectly, sell, offer to sell, grant any option for the sale of, or otherwise dispose of, any Senior Notes or any security convertible into or exchangeable into or exercisable for the Senior Notes or any debt securities substantially similar to the Senior Notes (except for the Senior Notes issued pursuant to this Agreement and the Company's Series W 6% Senior Notes due August 15, 2044). The Representative agrees that commercial paper or other debt securities with scheduled maturities of less than one year are not subject to this Section 3(f).

Covenants of the Company. The Company covenants and agrees with the each Underwriter as follows: (a) The Company shall use its best efforts To prepare the Prospectus in a form reasonably approved by you and to cause file such Prospectus pursuant to Rule 424(b) under the Registration Statement and any amendments thereto to become effective as promptly as practicable and will Securities Act not at any time, whether before or after later than the effective Commission’s close of business on the second business day following the date of this Agreement; to make no further amendment or any supplement to the Registration Statement, file the Basic Prospectus or the Prospectus prior to the last Time of Delivery which shall be disapproved by you promptly after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus or has been filed and to furnish you with copies thereof; to prepare a final term sheet, containing a description of the Securities, in a form approved by you and to file any document such term sheet pursuant to Rule 433(d) under the Exchange Act: (iSecurities Act within the time required by such Rule; to file promptly all other material required to be filed by the Company with the Commission pursuant to Rule 433(d) before termination of the offering of under the Securities Act; to file promptly all reports and any definitive proxy or information statements required to be filed by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance Company with the ActCommission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act or subsequent to the Rules date of the Prospectus and Regulations. (b) As soon for so long as the Company is advised delivery of a prospectus (or obtains knowledge in lieu thereof, the Company will advise the Underwriter and confirm by notice referred to in writing: (iRule 173(a) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied uponSecurities Act) is required in connection with the offering or sale of the Securities; to advise you, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the any Preliminary Prospectus or other prospectus in respect of the ProspectusSecurities, of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment or supplement theretothereto pursuant to Rule 401(g)(2) under the Securities Act, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities or the Underlying Securities for offering or sale in any jurisdiction or jurisdiction, of the initiation, initiation or the threatening, threatening of any proceeding for that any such purpose; (iv) of the receipt of any comments from the Commission; and (v) , or of any request by the Commission for any amendment to the amending or supplementing of the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If ; and, in the Commission or event of the issuance of any state securities commission or regulatory authority shall enter a stop order or suspend of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus relating to the Securities or the Underlying Securities or suspending any such qualification qualification, to promptly use its best efforts to obtain the withdrawal of such order; and in the event of any such issuance of a notice of objection, promptly to take such steps including, without limitation, amending the Registration Statement or filing a new registration statement, at its own expense, as may be necessary to permit offers and sales of the Securities by the Underwriters (references herein to the Registration Statement shall include any such amendment or new registration statement). (b) If required by Rule 430B(h) under the Securities Act, to prepare a form of prospectus in a form approved by you and to file such form of prospectus pursuant to Rule 424(b) under the Securities Act not later than may be required by Rule 424(b) under the Securities Act; and to make no further amendment or supplement to such form of prospectus which shall be disapproved by you promptly after reasonable notice thereof. (c) If by the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Securities remain unsold by the Underwriters, the Company will, at the written request of the Representative, file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Securities and the Underlying Securities, in a form reasonably satisfactory to you. If at the Renewal Deadline the Company is no longer eligible to file an automatic shelf registration statement, the Company will, if it has not already done so, file a new shelf registration statement relating to the Securities and the Underlying Securities, in a form reasonably satisfactory to you and will use its best efforts to cause such registration statement to be declared effective within 180 days after the Renewal Deadline. The Company will take all other action necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities and the Underlying Securities. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be. (d) Promptly from time to time to take such action as you may reasonably request to qualify the Securities and the Underlying Securities for offering and sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales and dealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Securities, provided that in connection therewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction or to subject itself to taxation in any such jurisdiction in which it was not otherwise subject to taxation. (e) Prior to 10:00 a.m., New York City time, on the New York Business Day next succeeding the date of this Agreement (or such later time as may be agreed to by the Company and the Representative) and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as you may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is required at any timetime prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Securities and the Underlying Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Securities Act, the Exchange Act or the Trust Indenture Act, to notify you and upon your request to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Securities Act) in connection with sales of any of the Securities and the Underlying Securities at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such Underwriter, to prepare and deliver to such Underwriter as many written and electronic copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Securities Act. (f) To make generally available to its securityholders as soon as practicable (which may be satisfied by filing with ▇▇▇▇▇), but in any event not later than sixteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Securities Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158). (g) The Company will deliver to each Underwriter (or its agent), on the date of execution of this Agreement, a properly completed and executed Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and the Company undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection with the verification of the foregoing Certification. (h) To pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) under the Securities Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Securities Act. (i) Between the date hereof and the Closing Date, the Company will not do or authorize any act or thing that would result in an adjustment of the Conversion Rate (as such term is defined in the Indenture) of the Securities. (j) [Reserved]. (k) Before amending or supplementing the Preliminary Prospectus, the Pricing Prospectus or the Prospectus, to furnish to the Representative a copy of each such proposed amendment or supplement and not to use any such proposed amendment or supplement to which the Representative reasonably objects. (l) To furnish to the Representative a copy of each proposed Issuer Free Writing Prospectus to be prepared by or on behalf of, used by, or referred to by the Company and not to use or refer to any proposed Issuer Free Writing Prospectus to which the Representative reasonably objects. (m) If the Pricing Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus 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 Pricing Prospectus in order to make every reasonable effort the statements therein, in the light of the circumstances under which they were made, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Pricing Prospectus to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Pricing Prospectus so that the statements in the Pricing Prospectus as so amended or supplemented will not, in the light of the circumstances under which they were made when delivered to a prospective purchaser, be misleading or so that the Pricing Prospectus, as amended or supplemented, will comply with applicable law. (n) If, during such period after the date hereof and prior to the date on which all of the Securities shall have been sold by the Underwriters, any event shall occur or condition exist as a result of which it is necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made when the Prospectus is delivered to a purchaser, not misleading, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Underwriters, either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in the light of the circumstances under which they were made when the Prospectus is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented, will comply with applicable law. (o) The Company shall cooperate with the Representative and counsel for the Underwriters to qualify or register (or to obtain promptly exemptions from qualifying or registering) all or any part of the lifting Securities for offer and sale under the securities or Blue Sky laws of such orderjurisdictions as the Representative shall reasonably request; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation in respect of doing business in any jurisdiction in which it is not otherwise so subject. (p) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company’s counsel and the Company’s accountants in connection with the issuance and sale of the Securities and all other fees or expenses in connection with the preparation of the Registration Statement, Preliminary Prospectus, the Pricing Prospectus, the Prospectus, any Issuer Free Writing Prospectus prepared by or on behalf of, used by, or referred to by the Company and any amendments and supplements to any of the foregoing, including the filing fees payable to the Commission relating to the Securities (within the time required by Rule 456(b)(1), if applicable), all printing costs associated therewith, and the mailing and delivering of copies thereof to the Underwriters, in the quantities herein above specified, (ii) all costs and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or other similar taxes payable in connection with the transfer of the Securities to the Underwriters, and by the Underwriters to the public, (iii) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters incurred in connection with the review and qualification of the Securities by the FINRA and the cost of printing or producing any Blue Sky or legal investment memorandum in connection with the offer and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 6(o) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters up to $25,000, in connection with such qualification and in connection with the Blue Sky or legal investment memorandum, (iv) any fees charged by rating agencies for the rating of the Securities, (v) the fees and expenses, if any, incurred in connection with the admission of the Securities for trading any appropriate market system, (vi) the costs and charges of the Trustee and any transfer agent, registrar or depositary, (vii) the cost of the preparation, issuance and delivery of the Securities, (viii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities, including, without limitation, expenses associated with the preparation or dissemination of any electronic road show, 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 with the prior approval of the Company, travel and lodging expenses of the representatives and officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show, (ix) the document production charges and expenses associated with printing this Agreement and (x) all other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in this Section, Section 7, and the last paragraph of Section 9, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer or other similar taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make. (q) During the period of one yea

Covenants of the Company. The Company covenants and agrees with the Underwriter as follows:several Underwriters that, to the extent that the Issuer or the Seller has not already performed such act pursuant to Section 5(a) or Section 5(b): (ai) The the Company shall will use its best efforts to cause the Registration Statement Statement, if not effective at the Execution Time, and any amendments thereto amendment thereto, to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the effective. The Company will advise the Underwriter and confirm by notice in writing: (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment use its best efforts to the Registration Statement becomes effective; (ii) of prevent the issuance by the Commission SEC of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement and, if issued, to obtain as soon as possible the withdrawal thereof. If, at any time when a prospectus relating to the Bonds is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any order preventing or suspending material fact necessary to make the use statements therein in the light of the Preliminary Prospectus or the Prospectuscircumstances under which they were made not misleading, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment if it shall be necessary to amend the Registration Statement or any supplement the Final Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company will, or will cause the Issuer to (A) prepare and file with the SEC, subject to the second sentence of paragraph (a) of this Section 5, an amendment or supplement which will correct such statement or omission or effect such compliance and (B) supply any supplemented Prospectus to you in such quantities as you may reasonably request. (ii) until the Prospectus or for additional information. If the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any timebusiness date set forth on Schedule I hereto, the Company will make every reasonable effort not, without the consent of the Representative, offer, sell or contract to obtain promptly sell, or otherwise dispose of, directly or indirectly, or announce the lifting offering of, any asset-backed securities (other than the Bonds). (iii) so long as any of the Bonds are outstanding and the Company is the Servicer, the Company will furnish to the Representative (A) as soon as available, a copy of each report of the Issuer filed with the SEC under the Exchange Act, or mailed to Bondholders, (B) a copy of any filings with the Pennsylvania Public Utility Commission pursuant to the QRO, including, but not limited to, any annual or more frequent adjustment filings, and (C) from time to time, any information concerning the Company, the Seller, and the Issuer as the Representative may reasonably request. (iv) to the extent, if any, that any rating necessary to satisfy the condition set forth in Section 7(l) of this Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Company on or after the Closing Date, the Company shall furnish such orderdocuments and take such other actions.

Covenants of the Company. (a) The Company covenants and agrees with the Underwriter as follows: (ai) The Company shall will use its best reasonable efforts to cause the Registration Statement Statement, if not effective at the time of execution of this Agreement, and any amendments thereto thereto, to promptly become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to effective. The Company shall prepare the Prospectus or in a form reasonably approved by the Representative and file any document such Prospectus pursuant to Rule 424(b) under the Exchange Act: (i) before termination Securities Act not later than the Commission’s close of business on the offering second business day following the execution and delivery of the Securities this Agreement, or, if applicable, such earlier time as may be required by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or Rules. (ii) to which The Company shall promptly advise the Underwriter shall have objected; or (iii) which is not Representative in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge writing after it receives notice thereof, the Company will advise the Underwriter and confirm by notice in writing: (iA) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; shall have become effective or any supplement to the Prospectus shall have been filed, (iiB) of any request by the Commission for any amendment of the Registration Statement or the Prospectus or for any additional information related to the offering of the Shares, (C) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the any Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or threatening of any proceeding for that purpose; purpose and (iiiD) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities Shares for offering or sale in any jurisdiction or of the initiation, initiation or the threatening, threatening of any proceeding for that such purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for . The Company shall not file any amendment to of the Registration Statement or any amendment or supplement to the Prospectus or any document incorporated by reference in the Registration Statement prior to the date that is 30 days after the date of this Agreement, unless the Company has furnished the Representative a copy for additional informationits review prior to filing and shall not file any such proposed amendment or supplement to which the Representative reasonably objects. The Company shall use its best efforts to prevent the issuance of any such stop order and, if issued, to promptly obtain the withdrawal thereof. (iii) If, at any time when a prospectus relating to the Shares is required to be delivered under the Securities Act and the Rules, any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary, in the reasonable judgment of the Company, to amend or supplement the Prospectus to comply with the Securities Act or the Rules, the Company promptly shall prepare and file with the Commission, subject to the second sentence of paragraph (ii) of this Section 5(a), an amendment or supplement which shall correct such statement or omission or an amendment which shall effect such compliance. (iv) The Company shall make generally available to its security holders and to the Representative as soon as reasonably practicable, an earnings statement, which shall satisfy the provisions of Section 11(a) of the Securities Act or Rule 158 of the Rules. (v) The Company shall furnish to the Representative, without charge, such number of the following documents as the Representative shall reasonably request: conformed copies of the Registration Statement (including all exhibits thereto) and all amendments thereof, and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and all amendments thereof and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Securities Act or the Rules, copies of the Prospectus and any amendments thereof and supplements thereto. If applicable, the copies of the Registration Statement and Prospectus and each amendment and supplement thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation S-T. (vi) The Company shall cooperate with the Representative and its counsel in endeavoring to qualify the Shares for offer and sale in connection with the offering under the laws of such jurisdictions as the Representative may reasonably request and shall maintain such qualifications in effect so long as required for the distribution of the Shares; provided, however, that the Company shall not be required in connection therewith, or as a condition thereof, to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or subject itself to taxation as doing business in any jurisdiction. (vii) The Company, during the period when the Prospectus is required to be delivered under the Securities Act and the Rules or the Exchange Act, will file all reports and other documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the regulations promulgated thereunder. (viii) Without the prior written consent of the Representative, for a period of 90 days after the date of this Agreement, the Company shall not issue, sell or register with the Commission (other than on Form S-8 or on any successor form), or otherwise dispose of, directly or indirectly, any equity securities of the Company (or any state securities commission convertible into, exercisable for or regulatory authority exchangeable for equity securities of the Company), except for the issuance of the Shares pursuant to the Registration Statement, the issuance of shares pursuant to the Company’s existing stock option plan or bonus plan, the issuance of shares pursuant to currently outstanding options, warrants or other rights, the issuance of shares upon the conversion of the Company’s Series B-1 or Series B-2 Preferred Stock, or shares issued in connection with a strategic partnership, joint venture, collaboration, lending or other similar arrangement, or in connection with the acquisition or license by the Company of any business, products or technologies. (ix) On or before completion of this offering, the Company shall enter a stop order or suspend such qualification at make all filings required to be made by the Company under applicable securities laws and by the NASD and the Nasdaq National Market (including any timerequired registration under the Exchange Act). (x) Prior to the date that is 30 days after the date of this Agreement, the Company will make every reasonable effort issue no press release or other communications directly or indirectly and hold no press conference with respect to obtain promptly the lifting Company, the condition, financial or otherwise, or the earnings, business affairs or business prospects of any of them, or the offering of the Shares without giving prior notification and a copy or summary of such orderpress release or other communication to the Representative, not less than two business days prior to the intended release date of such press release or other communication, and discussing with the Representative and its counsel promptly and in good faith any modifications or amendments thereto requested by the Representative, unless in the judgment of the Company and its counsel, and after notification to the Representative, such press release or communication is required by law. (xi) The Company will apply the net proceeds from the offering of the Shares in the manner set forth under “Use of Proceeds” in the Prospectus. (xii) The Company will comply in all material respects, with all effective applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act. (b) The Company agrees to pay, or reimburse if paid by the Representative, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, all costs and expenses incident to the performance of the obligations of the Company under this Agreement including those relating to: (i) the preparation, printing, filing and distribution of the Registration Statement including all exhibits thereto, the Preliminary Prospectus, the Prospectus, all amendments and supplements to the Registration Statement and the Prospectus and any document incorporated by reference therein, and the printing, filing and distribution of this Agreement; (ii) the preparation and delivery of certificates for the Shares to the Underwriters; (iii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of the various jurisdictions referred to in Section 5(a)(vi), including the reasonable fees and disbursements of counsel for the Underwriters in connection with such registration and qualification and the preparation, printing, distribution and shipment of preliminary and supplementary Blue Sky memoranda, provided such fees and disbursements do not exceed $10,000 in the aggregate; (iv) the furnishing (including costs of shipping and mailing) to the Representative and to the Underwriters of copies of the Preliminary Prospectus, the Prospectus and all amendments or supplements to the Prospectus, and of the several documents required by this Section to be so furnished, as may be reasonably requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; (v) if applicable, the filing fees of the NASD in connection with its review of the terms of the public offering and reasonable fees and disbursements of counsel for the Underwriters in connection with such review, provided such filing fees and fees and disbursements do no exceed $10,000 in the aggregate; (vi) inclusion of the Shares for quotation on the Nasdaq National Market; (vii) the costs and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Shares, including without limitation, expenses associated with the production of road show slides and graphics, fees and expenses of any consultants engaged by or at the written request of the Company in connection with the road show presentations, travel and lodging expenses of officers of the Company and any such consultants, and the cost of any aircraft chartered in connection with the road show with the prior approval of the Company; and (viii) all transfer taxes, if any, with respect to the sale and delivery of the Shares by the Company to the Underwriters. Subject to the provisions of Section 8, the Underwriters agree to pay, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, all costs and expenses incident to the performance of the obligations of the Underwriters under this Agreement not payable by the Company pursuant to the preceding sentence, including, without limitation, the fees and disbursements of counsel for the Underwriters.

Covenants of the Company. The Company covenants and agrees with the Underwriter Underwriters as follows: (a) The Company shall use its best efforts Company, on or prior to cause the Closing Date, will deliver to the Underwriters conformed copies of the Registration Statement as originally filed and of all amendments thereto, heretofore or hereafter made, including any amendments thereto to become post-effective amendment (in each case including all exhibits filed therewith, and including unsigned copies of each consent and certificate included therein or filed as promptly as practicable and will not at any timean exhibit thereto, whether before or after the effective date of the Registration Statementexcept exhibits incorporated by reference, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) unless specifically requested). As soon as the Company is advised thereof, it will advise the Representatives orally of the issuance of any stop order under the 1933 Act with respect to the Registration Statement, or obtains knowledge the institution of any proceedings therefor, of which the Company shall have received notice, and will use its best efforts to prevent the issuance of any such stop order and to secure the prompt removal thereof, if issued. The Company will deliver to the Representatives sufficient conformed copies of the Registration Statement, the Prospectus and the Final Supplemented Prospectus and of all supplements and amendments thereto (in each case without exhibits) for distribution to the Underwriters and, from time to time, as many copies of the Prospectus and the Final Supplemented Prospectus as the Underwriters may reasonably request for the purposes contemplated by the 1933 Act or the 1934 Act. (b) The Company will furnish the Underwriters wi▇▇ ▇▇▇▇▇s of each amendment and supplement to the Final Supplemented Prospectus relating to the offering of the Senior Notes in such quantities as the Underwriters may from time to time reasonably request. If, during the period (not exceeding nine months) when the delivery of a prospectus shall be required by law in connection with the sale of any Senior Notes by an Underwriter, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Underwriters, shall occur, which in the opinion of the Company or of Underwriters' counsel should be set forth in a supplement to or an amendment of the Final Supplemented Prospectus in order to make the Final Supplemented Prospectus not misleading in the light of the circumstances when it is delivered, or if for any other reason it shall be necessary during such period to amend or supplement the Final Supplemented Prospectus or to file under the 1934 Act any document incorporated by reference in the Prospectus in order to comply with the 1933 Act or the 1934 Act, the Company forthwith will (i) notify the Underwriters to suspend solicitation of purchases of the Senior Notes and (ii) at its expense, make any such filing or prepare and furnish to the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Supplemented Prospectus which will supplement or amend the Final Supplemented Prospectus so that, as supplemented or amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Final Supplemented Prospectus is delivered, not misleading or which will effect any other necessary compliance. In case any Underwriter is required to deliver a prospectus in connection with the sale of any Senior Notes after the expiration of the period specified in the preceding sentence, the Company, upon the request of such Underwriter, will furnish to such Underwriter, at the expense of such Underwriter, a reasonable quantity of a supplemented or amended prospectus, or supplements or amendments to the Final Supplemented Prospectus, complying with Section 10(a) of the 1933 Act. During the period specified in the second sentence of this subsection, the Company will advise continue to prepare and file with the Underwriter Commission on a timely basis all documents or amendments required under the 1934 Act and confirm the rules and regulations thereunder; provided, that the Company shall not file such documents or amendments without also furnishing copies thereof prior to such filing to the Representatives and Dewey Ballantine LLP. (c) The Company will endeavor, in co▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇he Underwriters, to qualify the Senior Notes for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Representatives may designate; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by notice the Company to be unduly burdensome. (d) The Company will make generally available to its security holders as soon as practicable but not later than 45 days after the close of the period covered thereby, an earnings statement of the Company (in writing: (i) when the Registration Statement, as amended, becomes effective, if form complying with the provisions of Rule 430A promulgated 158 of the rules and regulations under the Act will be relied upon, when 1933 Act) covering a twelve-month period beginning not ▇▇▇▇▇ ▇▇▇▇ ▇he first day of the Prospectus has been filed Company's fiscal quarter next following the "effective date" (as defined in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii158) of the issuance Registration Statement. (e) As soon as practicable after the date of this Agreement, and in any event within the time prescribed by Rule 424 under the 1933 Act, to file the Final Supplemented Prospectus with the Commission and to advise the Representatives of any stop order or such filing and to confirm such advice in writing. (f) During a period of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments 15 days from the Commission; and (v) date of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any timethis Agreement, the Company will make every reasonable effort not, without the Representatives' prior written consent, directly or indirectly, sell, offer to obtain promptly sell, grant any option for the lifting sale of, or otherwise dispose of, any Senior Notes or any security convertible into or exchangeable into or exercisable for the Senior Notes or any debt securities substantially similar to the Senior Notes (except for the Senior Notes issued pursuant to this Agreement, the Series O 5.90% Senior Notes due April 15, 2033 and the Series P Floating Rate Senior Notes due April 15, 2005). The Representatives agree that commercial paper or other debt securities with scheduled maturities of such orderless than one year are not subject to this Section 3(f).

Covenants of the Company. The Company covenants with each of the Agents, the Forward Sellers and agrees with the Underwriter Forward Purchasers as follows: (a) The Company shall use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment or supplement to the Registration Statement or Prospectus, other than documents incorporated by reference, unless a copy thereof has been submitted to the Agents, the Forward Sellers and the Forward Purchasers within a reasonable period of time before the filing and the Agents, the Forward Sellers and the Forward Purchasers have not reasonably objected thereto (provided, however, that the failure of the Agents, the Forward Sellers or the Forward Purchasers to make such objection shall not relieve the Company of any obligation or liability hereunder, or affect the Agents’, the Forward Sellers’ or the Forward Purchasers’ right to rely on the representations and warranties made by the Company in this Agreement) and the Company will promptly notify the Agents, the Forward Sellers and the Forward Purchasers when any such filing has been made or become effective, as applicable, and furnish to the Agents, the Forward Sellers and the Forward Purchasers at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference into the Registration Statement or Prospectus, except for those documents available via E▇▇▇▇. The Company will cause each amendment or supplement to the Prospectus Prospectus, other than documents incorporated by reference or file any document an amendment or supplement relating solely to the issuance or offering of securities other than the Shares, to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) under the Exchange Act: Securities Act (iwithout reliance on Rule 424(b)(8) before termination of the offering of under the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations). (b) As soon as the Company is advised or obtains knowledge thereof, the The Company will advise the Underwriter Agents, the Forward Sellers and confirm by notice in writing: (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) Forward Purchasers promptly of the issuance institution by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness proceedings in respect of the Registration Statement or any proceedings pursuant to Section 8A of the Securities Act, and will use its best efforts to prevent the issuance of any such stop order preventing and to obtain as soon as possible its lifting, if issued. (c) The Company will furnish to the Agents, the Forward Sellers and the Forward Purchasers, without charge, copies of the Registration Statement (which will include all exhibits other than those incorporated by reference), the Prospectus, any Issuer Free Writing Prospectuses, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as the Agents, the Forward Sellers and the Forward Purchasers may reasonably request. (d) The Company, during any period when a prospectus relating to the Shares is required to be delivered under the Securities Act, will timely file all documents required to be filed with the Commission pursuant to Section 13 or suspending 14 of the Exchange Act. If at any time when a prospectus relating to the Shares (or the notice referred to in Rule 173(a) under the Securities Act) is required to be delivered under the Securities Act any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Securities Act, the Company will prepare and file with the Commission an amendment, supplement or an appropriate document pursuant to Section 13 or 14 of the Exchange Act which will correct such statement or omission or which will effect such compliance. (e) Without the prior consent of the Agents, the Forward Sellers and the Forward Purchasers, the Company has not made and will not make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act, other than an Issuer Free Writing Prospectus; each Agent, Forward Seller and Forward Purchaser, severally and not jointly, represents and agrees that, without the prior consent of the Company, it has not made and will not make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Securities Act, other than an Issuer Free Writing Prospectus or a free writing prospectus that is not required to be filed by the Company pursuant to Rule 433; any such free writing prospectus, the use of which has been consented to by the Preliminary Company and the Agents, the Forward Sellers and the Forward Purchasers, is listed herein on Exhibit E. (f) The Company represents that it has treated or agrees that it will treat each Issuer Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the requirements of Rule 433 applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission where required, legending and record keeping. The Company agrees that if at any time following the issuance of an Issuer Free Writing Prospectus or any electronic roadshow or other written communication that constitutes an offer to buy the ProspectusShares provided to investors by, or with the approval of, the Company, any amendment event occurs as a result of which such Issuer Free Writing Prospectus or supplement thereto, such electronic roadshow or other written communication would conflict with the information in the Registration Statement or the institution Prospectus or proceeding for that purpose; (iii) would include an untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the issuance circumstances then prevailing, not misleading, the Company will give prompt notice thereof to the Agents, the Forward Sellers and the Forward Purchasers, and, if requested by any state securities commission the Agents, the Forward Sellers and the Forward Purchasers, will prepare and furnish without charge to each Agent, Forward Seller and Forward Purchaser a free writing prospectus or other document, the use of any proceedings which has been consented to by the Agents, the Forward Sellers and the Forward Purchasers, which will correct such conflict, statement or omission. (g) The Company will arrange or cooperate in arrangements, if necessary, for the suspension of the qualification of the Securities Shares for offering sale under the laws of such jurisdictions as any Agent, Forward Seller or sale Forward Purchaser may designate and will continue such qualifications in effect so long as required for the distribution; provided, however, that the Company shall not be required to qualify as a foreign corporation or to file any general consents to service of process under the laws of any jurisdiction or where it is not now so subject. (h) The Company will make generally available to its security holders, in each case as soon as practicable but not later than 60 days after the close of the initiationperiod covered thereby, earnings statements (in form complying with the provisions of Rule 158 under the Securities Act, which need not be certified by independent certified public accountants unless required by the Securities Act) covering (i) a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following the effective date of the Registration Statement and (ii) a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following the date of this Agreement. (i) The Company will use the net proceeds received by it from the sale of the Shares in the manner specified in the Prospectus under “Use of Proceeds.” (j) During any Selling Period or period in which the threateningProspectus relating to the Shares is required by the Securities Act to be delivered in connection with a pending sale of the Shares (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), the Company will use its commercially reasonable efforts to cause the Shares to be listed on the NYSE. (k) The Company, during any period when the Prospectus is required to be delivered under the Securities Act (including in circumstances where such requirement may be satisfied pursuant to Rule 172 under the Securities Act), will file all documents required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act. (l) The Company will, at any time during a fiscal quarter in which the Company intends to tender a Placement Notice or sell Shares, advise the Agents, Forward Sellers and Forward Purchasers promptly after it shall have received notice or obtained knowledge, of any proceeding for information or fact that purposewould alter or affect in any material respect any opinion, certificate, letter or other document provided to the Agents, the Forward Sellers or the Forward Purchasers, as applicable, pursuant to this Agreement. (m) The Company will cooperate with any due diligence review reasonably requested by the Agents or the Forward Sellers and Forward Purchasers, as applicable, in connection with the transactions contemplated hereby, including, without limitation, and upon reasonable notice, providing information and making available documents and appropriate corporate officers, during regular business hours and at the Company’s principal offices, as the Agents, Forward Sellers and Forward Purchasers may reasonably request. (n) The Company will disclose in its Quarterly Reports on Form 10-Q and in its Annual Reports on Form 10-K the number of Shares sold pursuant to this Agreement and the Net Proceeds to the Company, together with any other information that the Company reasonably believes is required to comply with the Securities Act and the Exchange Act. (1) Each time the Company: (i) files the Prospectus relating to the Shares or amends or supplements the Registration Statement or the Prospectus relating to the Shares by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of documents by reference into the Registration Statement or the Prospectus relating to the Shares; (ii) files an Annual Report on Form 10-K under the Exchange Act; (iii) files a Quarterly Report on Form 10-Q under the Exchange Act; or (iv) files a Current Report on Form 8-K that contains financial statements or pro forma financial statements required under Item 2.01 or Item 4.02 or files financial statements or pro forma financial statements or pro forma financial information under Item 9.01 of Form 8-K; and (2) at any other time reasonably requested by the Agents, the Forward Sellers or the Forward Purchasers (each such date of filing of one or more of the receipt documents referred to in clauses (1)(i) through (iv) above and any time of request pursuant to this Section 7 shall be a “Representation Date”), the Company shall furnish the Agents, the Forward Sellers and the Forward Purchasers with a certificate in the form attached hereto as Exhibit D. The requirement to provide a certificate under this Section 7 shall be waived for any comments from Representation Date occurring at a time at which no Placement Notice (as amended by the Commissioncorresponding Acceptance, if applicable) is pending, which waiver shall continue until the earlier to occur of the date the Company delivers a Placement Notice hereunder (which for such calendar quarter shall be considered a Representation Date) and the next occurring Representation Date; provided, however, that such waiver shall not apply for any Representation Date on which the Company files its Annual Report on Form 10-K. Notwithstanding the foregoing, if the Company subsequently decides to sell Shares following a Representation Date when the Company relied on such waiver and did not provide the Agents with a certificate under this Section 7, then before the Company delivers the Placement Notice or any Agent or Forward Seller sells any Shares, the Company shall provide the Agents, the Forward Sellers and the Forward Purchasers with a certificate, in the form attached hereto as Exhibit D, dated the date such certificate is delivered. (p) The Company shall cause to be furnished to the Agents, the Forward Sellers and the Forward Purchasers on the date of this Agreement, (i) a written opinion of H▇▇▇▇▇ A▇▇▇▇▇▇ ▇▇▇▇▇ LLP (“Company Counsel”), or other counsel satisfactory to the Agents, the Forward Sellers and the Forward Purchasers, in form and substance satisfactory to the Agents, the Forward Sellers and the Forward Purchasers and their counsel, dated the date that the opinion is required to be delivered and on each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D for which no waiver is applicable, and, if not covered in such opinion, a negative assurance letter, of Company Counsel, or other counsel satisfactory to the Agents, the Forward Sellers and the Forward Purchasers, in form and substance satisfactory to the Agents, the Forward Sellers and the Forward Purchasers and their counsel, substantially similar to the form attached hereto as Exhibit C-1 and (vii) a written opinion of any request by E▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇., Deputy General Counsel of Duke Energy Business Services LLC, a service company subsidiary of the Commission for any amendment Company (“Deputy General Counsel”), or other counsel satisfactory to the Agents, the Forward Sellers and the Forward Purchasers, in form and substance satisfactory to the Agents, the Forward Sellers and the Forward Purchasers and their counsel, dated the date that the opinion is required to be delivered, substantially similar to the form attached hereto as Exhibit C-2; in each case, modified as necessary to relate to the Registration Statement and the Prospectus as then amended or any amendment or supplement supplemented; provided, however, that in lieu of such opinions for subsequent Representation Dates, Company Counsel and Deputy General Counsel may each furnish the Agents, the Forward Sellers and the Forward Purchasers with a reliance letter to the effect that the Agents, the Forward Sellers and the Forward Purchasers may rely on a prior opinion delivered under this Section 7(p)(B) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (q) On the date of this Agreement and on each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D for additional information. If the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any timewhich no waiver is applicable, the Company will make every reasonable effort shall cause its independent accountants (and any other independent accountants whose report is included in the Registration Statement or the Prospectus) to obtain promptly furnish the lifting Agents and the Forward Sellers a letter (the “Comfort Letter”), dated the date the Comfort Letter is delivered, in form and substance satisfactory to the Agents and the Forward Sellers (i) confirming that they are an independent registered public accounting firm within the meaning of the Securities Act, the Exchange Act and the Public Company Accounting Oversight Board and (ii) stating, as of such orderdate, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to underwriters in connection with registered public offerings. (r) On the date of this Agreement and on each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as Exhibit D for which no waiver is applicable, the Agents, the Forward Sellers and the Forward Purchasers shall have received a letter from S▇▇▇▇▇ ▇▇▇▇▇▇ llp, counsel for the Agents, the Forward Sellers and the Forward Purchasers, dated such date, with respect to such opinions and statements as the Agents, the Forward Sellers and the Forward Purchasers may reasonably request. (s) The Company will not, directly or indirectly, take any action designed to cause or result in, or that constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Shares or to result in a violation of Regulation M under the Exchange Act. (t) The Company consents to the Agents or the Forward Sellers, as applicable, trading in the Company’s Common Stock for their own account and for the a

Covenants of the Company. (a) The Company covenants and agrees with the Underwriter as follows: (ai) The Company will prepare a prospectus supplement (the "Prospectus Supplement") setting forth the terms of the offering, sale and plan of distribution of the Shares and additional information concerning the Company and its business in conformity with the Securities Act and the Rules, will file it pursuant to Rule 424(b) of the Rules on or before the second business day after the date of the public offering of the Firm Shares (or such earlier time as may be required by the Rules) (but only if the Underwriter or its counsel has not reasonably objected thereto by notice to the Company after having been furnished a copy a reasonable time prior to filing) and will notify the Underwriter promptly of such filing. The Company will prepare and file a Current Report on Form 8-K including this Agreement as an exhibit thereto. (ii) For a period of 90 days from the date of this Agreement, the Company shall use its best efforts promptly advise the Underwriter in writing (A) when any amendment to cause the Registration Statement and any amendments thereto to shall have been filed or become effective as promptly as practicable and will not at or any timesubsequent supplement to the Prospectus has been filed, whether before or after (B) of any request by the effective date Commission for any amendment of the Registration StatementStatement or the Prospectus or for any additional information, (C) of the issuance of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. During such period, the Company shall not file any amendment to the Registration Statement or supplement to the Prospectus or unless the Company has furnished the Underwriter a copy for its review prior to filing and shall not file any document such proposed amendment or supplement to which the Underwriter reasonably objects. The Company shall use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (iii) If, at any time when a prospectus relating to the Shares is required to be delivered under the Securities Act and the Rules, any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply with the Securities Act or the Rules, the Company promptly shall prepare and file with the Commission, subject to the second sentence of paragraph (ii) of this Section 5(a), an amendment or supplement which shall correct such statement or omission or an amendment which shall effect such compliance. (iv) The Company shall make generally available to its security holders as soon as practicable, but not later than 45 days after the end of the 12-month period beginning at the end of the fiscal quarter of the Company during which the Effective Date occurs (or 90 days if such 12-month period coincides with the Company's fiscal year), an earning statement (which need not be audited) of the Company, covering such 12-month period, which shall satisfy the provisions of Section 11(a) of the Securities Act or Rule 158 of the Rules. (v) The Company shall furnish to the Underwriter and counsel for the Underwriter, without charge, signed copies of the Registration Statement (including all exhibits thereto and amendments thereof) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and all amendments thereof and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Securities Act or the Rules, as many copies of the Prospectus and any amendments thereof and supplements thereto as the Underwriter may reasonably request. (vi) The Company shall reasonably cooperate with the Underwriter and their counsel in endeavoring to qualify the Shares for offer and sale in connection with the offering under the laws of such jurisdictions as the Underwriter may designate and shall maintain such qualifications in effect so long as required for the distribution of the Shares; provided, however, that the Company shall not be required in connection therewith, as a condition thereof, to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or subject itself to taxation as doing business in any jurisdiction. (vii) Without the prior written consent of the Underwriter, for a period of 90 days after the date of this Agreement, the Company shall not issue, sell or register with the Commission (other than on Form S-8 or on any successor form), or otherwise dispose of, directly or indirectly, any equity securities of the Company (or any securities convertible into, exercisable for or exchangeable for equity securities of the Company), except for (A) the issuance of the Shares pursuant to the Registration Statement, (B) the issuance of shares pursuant to the Company's existing stock option plans and employee stock purchase plan as described in the Registration Statement and the Prospectus, (C) the registration of the resale of up to 337,925 shares of Common Stock by the former shareholders of Market Solutions Limited and RevenueLab LLC, (D) the issuance of shares of Common Stock to Ramius Securities, LLC ("Ramius") pursuant to the purchase option granted to Ramius in Section 2.6 of the Common Stock Underwriting Agreement dated as of January 4, 2001 between the Company and Ramius and (E) the issuance of shares of Common Stock of the Company in connection with the acquisition of other businesses or entities, or the assets thereof, which acquisitions are approved in advance by the Board of Directors of the Company, provided, that in no event shall the aggregate number of shares of Common Stock issued pursuant to this Section 5(a)(vii)(E) exceed 15% of the shares of Common Stock of the Company outstanding immediately following the closing of the issuance and sale of the Firm Shares. Nothing in this Agreement shall be deemed to require the Company to (x) deregister any shares of Common Stock covered by the Registration Statement but not sold to the Underwriter or (y) terminate its agreements with Ramius. (viii) On or before completion of this offering, the Company shall make all filings required under applicable securities laws and by the Nasdaq National Market (including any required registration under the Exchange Act: ). (iix) before termination of The Company will apply the net proceeds from the offering of the Securities by Shares in the Underwriter which manner set forth under "Use of Proceeds" in the Underwriter shall not previously have been advised and furnished with a copy; Prospectus. (x) During the period when the Prospectus is required to be delivered under the Act or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Exchange Act, the Company will file all documents required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act and the Exchange Act Rules. (xi) The Company will use its best efforts to do and perform all things required or necessary to be done and performed under this Agreement by the Rules Company prior to the relevant Closing Date and Regulationsto satisfy all conditions precedent to the delivery of the Securities. (b) As soon as The Company agrees to pay, or reimburse if paid by the Underwriter, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, all costs and expenses incident to the public offering of the Shares and the performance of the obligations of the Company is advised or obtains knowledge thereof, the Company will advise the Underwriter and confirm by notice in writingunder this Agreement including those relating to: (i) when the preparation, printing, filing and distribution of the Registration StatementStatement including all exhibits thereto, as amendedthe Prospectus, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A all amendments and when any post-effective amendment supplements to the Registration Statement becomes effectiveand the Prospectus, and the printing, filing and distribution of this Agreement; (ii) the preparation and delivery of certificates for the issuance by Shares to the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purposeUnderwriter; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the registration or qualification of the Securities Shares for offering offer and sale under the securities or sale in any jurisdiction or Blue Sky laws of the initiationvarious jurisdictions referred to in Section 5(a)(vi), or including the threateningreasonable fees and disbursements of counsel for the Underwriter in connection with such registration and qualification and the preparation, printing, distribution and shipment of any proceeding for that purposepreliminary and supplementary Blue Sky memoranda; (iv) the furnishing (including costs of shipping and mailing) to the Underwriter of copies of the receipt Prospectus and all amendments or supplements to the Prospectus, and of any comments from the Commissionseveral documents required by this Section to be so furnished, as may be reasonably requested for use in connection with the offering and sale of the Shares by the Underwriter or by dealers to whom Shares may be sold; (v) the filing fees of the NASD in connection with its review of the terms of the public offering and reasonable fees and disbursements of counsel for the Underwriters in connection with such review (provided, that the Company shall not be required by Section 5(b)(iii) and this Section 5(b)(v) to reimburse the Underwriter for more than an aggregate of $20,000 of counsel fees); (vi) inclusion of the Shares for quotation on the Nasdaq National Market; and (vvii) all transfer taxes, if any, with respect to the sale and delivery of any request the Shares by the Commission for any amendment Company to the Registration Statement or any amendment or supplement Underwriter. Subject to the Prospectus or for additional information. If the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any timeprovisions of Section 8, the Underwriter agrees to pay, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, all costs and expenses incident to the performance of the obligations of the Underwriter under this Agreement not payable by the Company will make every reasonable effort pursuant to obtain promptly the lifting preceding sentence, including, without limitation, the fees and disbursements of such ordercounsel for the Underwriter.

Covenants of the Company. The Company covenants and agrees with you and the Underwriter as followsseveral Underwriters participating in the Offering of any Series of Certificates that: (a) The In connection with the execution of each Terms Agreement, the Company shall use its best efforts will prepare a Prospectus Supplement to cause be filed under the Registration Statement Act setting forth the principal amount of Certificates covered thereby and their terms not otherwise specified in the Prospectus, the price at which the Certificates are to be purchased by the Underwriters from the Company, either the initial public offering price or the method by which the price at which the Certificates are to be sold will be determined, the selling concession and reallowance, if any, any delayed delivery arrangements, and such other information as you and the Company deem appropriate in connection with the offering of the Certificates, but the Company will not file any amendments thereto to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement any amendments or supplements to the Prospectus Prospectus, unless it shall first have delivered copies of such amendments or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter supplements to you, and you shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge objected thereto promptly after receipt thereof, the . The Company will advise the Underwriter and confirm by notice in writing: you or your counsel promptly (i) when notice is received from the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when Commission that any post-effective amendment to the Registration Statement becomes has become or will become effective; , and (ii) of the issuance by the Commission of any stop order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the initiationCertificates, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction examinations that may lead to such an order or communication, whether by or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any authority administering any state securities commission or regulatory authority shall enter a stop Blue Sky law, as soon as the Company is advised thereof, and will use its best efforts to prevent the issuance of any such order or suspend communication and to obtain as soon as possible its lifting, if issued. (b) The Company will cause any Computational Materials and any Structural Term Sheets (each as defined in Section 8 below) with respect to each Series of Certificates that are delivered by the Underwriters to the Company pursuant to Section 8 to be filed with the Commission on a Current Report on Form 8-K (a "Current Report") pursuant to Rule 13a-11 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") on the business day immediately following the day on which such qualification Computational Materials and Structural Term Sheets are delivered to counsel for the Company by any of the Underwriters prior to 10:30 a.m. (and will use its best efforts to cause such Computational Materials and Structural Term Sheets to be so filed prior to 2:00 p.m., New York time, on such business day), and will promptly advise you when such Current Report has been so filed. The Company will cause one Collateral Term Sheet (as defined in Section 9 below) with respect to an Offering of a Series that is delivered by any of the Underwriters to the Company in accordance with the provisions of Section 9 to be filed with the Commission on a Current Report pursuant to Rule 13a-11 under the Exchange Act on the business day immediately following the day on which such Collateral Term Sheet is delivered to counsel for the Company by any of the Underwriters prior to 10:30 a.m. In addition, if at any timetime prior to the availability of the related Prospectus Supplement, any of the Underwriters has delivered to any prospective investor a subsequent Collateral Term Sheet that reflects, in the reasonable judgment of such Underwriter and the Company, a material change in the characteristics of the ▇▇▇▇ for the related Series from those on which a Collateral Term Sheet with respect to the related Series previously filed with the Commission was based, the Company will cause any such Collateral Term Sheet that is delivered by such Underwriter to the Company in accordance with the provisions of Section 9 to be filed with the Commission on a Current Report on the business day immediately following the day on which such Collateral Term Sheet is delivered to counsel for the Company by such Underwriter prior to 2:00 p.m. In each case, the Company will promptly advise you when such Current Report has been so filed. Notwithstanding the four preceding sentences, the Company shall have no obligation to file any materials provided by any of the Underwriters pursuant to Sections 8 and 9 which (i) in the reasonable determination of the Company are not required to be filed pursuant to the ▇▇▇▇▇▇ Letters or the PSA Letter (each as defined in Section 8 below), or (ii) contain erroneous information or contain any untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any Computational Materials or ABS Term Sheets (as defined in Section 9 below) provided by such Underwriter to the Company pursuant to Section 8 or Section 9 hereof. The Company shall give notice to you and such Underwriter of its determination not to file any materials pursuant to clause (i) of the preceding sentence and agrees to file such materials if such Underwriter or you reasonably object to such determination within one business day after receipt of such notice. (c) If at any time when a prospectus relating to the Certificates is required to be delivered under the Act any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company promptly will prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance; provided, however, that the Company will not be required to file any such amendment or supplement with respect to any Computational Materials, Structural Term Sheets or Collateral Term Sheets incorporated by reference in the Prospectus other than any amendments or supplements of such Computational Materials or Structural Term Sheets that are furnished to the Company by the Underwriter pursuant to Section 8(e) hereof or any amendments or supplements of such Collateral Term Sheets that are furnished to the Company by the Underwriter pursuant to Section 9(d) hereof which are required to be filed in accordance therewith. (d) With respect to each Series of Certificates, the Company will make every reasonable effort generally available to obtain promptly the lifting holders of the Certificates and will deliver to you, in each case as soon as practicable, an earnings statement covering the twelve-month period beginning after the date of the Terms Agreement in respect of such orderseries of Certificates, which will satisfy the provisions of Section 11(a) of the Act with respect to the Certificates. (e) The Company will furnish to you copies of the Registration Statement (two of which will be signed and will include all documents and exhibits thereto or incorporated by reference therein), each related preliminary prospectus, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as you request. (f) The Company will arrange for the qualification of the Certificates for sale and the determination of their eligibility for investment under the laws of such jurisdictions as you reasonably designate and will continue such qualifications in effect so long as reasonably required for the distribution; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not qualified on the date of the related Terms Agreement or to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is not, on the date of the related Terms Agreement, subject to such service of process. (g) The Company will pay all expenses incidental to the performance of its obligations under this Agreement and any Terms Agreement and will reimburse the Underwriters for any expenses (including fees and disbursements of counsel and accountants) incurred by them in connection with qualification of the Certificates and determination of their eligibility for investment under the laws of such jurisdictions as you designate and the printing of memoranda relating thereto, for any fees charged by the nationally recognized statistical rating agencies for the rating of the Certificates, for the filing fee of the National Association of Securities Dealers, Inc. relating to the Certificates, if applicable, and for expenses incurred in distributing preliminary prospectuses to the Underwriters. (h) During the period when a prospectus is required by law to be delivered in connection with the sale of the Certificates pursuant to this Agreement, the Company will file or cause to be filed, on a timely and complete basis, all documents that are required to be filed by the Company with the Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. (i) So long as the Certificates of a Series shall be outstanding, the Company will deliver to you the annual statement of compliance delivered to the Trustee pursuant to the Pooling and Servicing Agreement and the annual statement of a firm of independent public accountants furnished to the Trustee pursuant to the Pooling and Servicing Agreement as soon as such statements are furnished to the Trustee.

Covenants of the Company. The Company covenants and agrees with the each Underwriter as followsthat: (a) As soon as reasonably possible after the execution and delivery of this Agreement, the Company will file the Prospectus with the Commission pursuant to Rule 424, setting forth, among other things, the necessary information with respect to the terms of offering of the Securities. Upon request, the Company will promptly deliver to the Representative and to counsel for the Underwriters, to the extent not previously delivered, one fully executed copy or one conformed copy, certified by an officer of the Company, of the Registration Statement, as originally filed, and of all amendments thereto, heretofore or hereafter made (other than those relating solely to Registered Securities other than the Securities), including any post-effective amendment (in each case including all exhibits filed therewith and all documents incorporated therein not previously furnished to the Representative), including signed copies of each consent and certificate included therein or filed as an exhibit thereto, and will deliver to the Representative for distribution to the Underwriters as many conformed copies of the foregoing (excluding the exhibits, but including all documents incorporated therein) as the Representative may reasonably request. The Company will also send to the Underwriters as soon as practicable after the date of this Agreement and thereafter from time to time as many copies of the Prospectus and the Preliminary Prospectus as the Representative may reasonably request for the purposes required by the Securities Act. (b) During such period (not exceeding nine months) after the commencement of the offering of the Securities as the Underwriters may be required by law to deliver a Prospectus, if any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Representative shall occur, which in the opinion of the Company or the Representative should be set forth in a supplement to or an amendment of the Prospectus in order to make the Prospectus not misleading in the light of the circumstances when it is delivered to a purchaser, or if it is necessary to amend the Prospectus to comply with the Securities Act, the Company will forthwith at its expense prepare and furnish to the Underwriters and dealers named by the Representative a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Prospectus that will supplement or amend the Prospectus so that as supplemented or amended it will comply with the Securities Act and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading. In case any Underwriter is required to deliver a Prospectus after the expiration of nine months after the commencement of the offering of the Securities, the Company, upon the request of the Representative, will furnish to the Representative, at the expense of such Underwriter, a reasonable quantity of a supplemented or amended prospectus, or supplements or amendments to the Prospectus, complying with Section 10(a) of the Securities Act. (c) The Company will make generally available to its security holders, as soon as reasonably practicable, but in any event not later than 16 months after the end of the fiscal quarter in which the filing of the Prospectus pursuant to Rule 424 occurs, an earning statement (in form complying with the provisions of Section 11(a) of the Securities Act, which need not be certified by independent public accountants) covering a period of twelve months beginning not later than the first day of the Company's fiscal quarter next following the filing of the Prospectus pursuant to Rule 424. (d) The Company will use its best efforts promptly to do and perform all things to be done and performed by it hereunder prior to the Closing Date and to satisfy all conditions precedent to the delivery by it of the Securities. (e) As soon as reasonably possible after the Closing Date, the Company will cause the Supplemental Indenture to be recorded in all recording offices in the State of Florida in which the property intended to be subject to the lien of the Mortgage is located. (f) The Company will advise the Representative, or the Representative's counsel, promptly of the filing of the Prospectus pursuant to Rule 424 and of any amendment or supplement to the Prospectus or Registration Statement or of official notice of institution of proceedings for, or the entry of, a stop order suspending the effectiveness of the Registration Statement and, if such a stop order should be entered, use its best efforts to cause obtain the Registration Statement prompt removal thereof. (g) The Company will use its best efforts to qualify the Securities, as may be required, for offer and any amendments thereto to become effective sale under the Blue Sky or legal investment laws of such jurisdictions as promptly as practicable the Representative may designate and will file and make in each year such statements or reports as are or may be reasonably required by the laws of such jurisdictions; provided, however, that the Company shall not at be required to qualify as a foreign corporation or dealer in securities, or to file any timegeneral consents to service of process, whether before or after under the effective date laws of any jurisdiction. (h) Prior to the termination of the Registration Statementoffering of the Securities, the Company will not file any amendment to the Registration Statement or supplement to the Prospectus which shall not have previously been furnished to the Representative or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter Representative shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter Representative shall have objected; reasonably object in writing and which has not been approved by the Underwriter(s) or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Underwriter and confirm by notice in writing: (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) their counsel acting on behalf of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such orderUnderwriters.

Covenants of the Company. The Company covenants and agrees with the Underwriter Underwriters as follows:: ------------------------ (a) The Company shall use its best efforts Company, on or prior to cause the Closing Date, will deliver to the Underwriters conformed copies of the Registration Statement as originally filed and of all amendments thereto, heretofore or hereafter made, including any amendments thereto to become post-effective amendment (in each case including all exhibits filed therewith, and including unsigned copies of each consent and certificate included therein or filed as promptly as practicable and will not at any timean exhibit thereto, whether before or after the effective date of the Registration Statementexcept exhibits incorporated by reference, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) unless specifically requested). As soon as the Company is advised thereof, it will advise the Representative orally of the issuance of any stop order under the 1933 Act with respect to the Registration Statement, or obtains knowledge the institution of any proceedings therefor, of which the Company shall have received notice, and will use its best efforts to prevent the issuance of any such stop order and to secure the prompt removal thereof, if issued. The Company will deliver to the Representative sufficient conformed copies of the Registration Statement, the Prospectus and the Final Supplemented Prospectus and of all supplements and amendments thereto (in each case without exhibits) for distribution to the Underwriters and, from time to time, as many copies of the Prospectus and the Final Supplemented Prospectus as the Underwriters may reasonably request for the purposes contemplated by the 1933 Act or the 1934 Act. (b) The ▇▇▇▇▇▇▇ will furnish the Underwriters with copies of each amendment and supplement to the Final Supplemented Prospectus relating to the offering of the Senior Notes in such quantities as the Underwriters may from time to time reasonably request. If, during the period (not exceeding nine months) when the delivery of a prospectus shall be required by law in connection with the sale of any Senior Notes by an Underwriter, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Underwriters, shall occur, which in the opinion of the Company or of Underwriters' counsel should be set forth in a supplement to or an amendment of the Final Supplemented Prospectus, as the case may be, in order to make the Final Supplemented Prospectus not misleading in the light of the circumstances when it is delivered, or if for any other reason it shall be necessary during such period to amend or supplement the Final Supplemented Prospectus or to file under the 1934 Act any document incorporated by reference in the Preliminary Prospectus or Prospectus in order to comply with the 1933 Act or the 1934 Act, the Company forthwith will (i) notify the Underwriters to suspend solicitation of purchases of the Senior Notes and (ii) at its expense, make any such filing or prepare and furnish to the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Supplemented Prospectus which will supplement or amend the Final Supplemented Prospectus so that, as supplemented or amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Final Supplemented Prospectus is delivered, not misleading or which will effect any other necessary compliance. In case any Underwriter is required to deliver a prospectus in connection with the sale of any Senior Notes after the expiration of the period specified in the preceding sentence, the Company, upon the request of such Underwriter, will furnish to such Underwriter, at the expense of such Underwriter, a reasonable quantity of a supplemented or amended prospectus, or supplements or amendments to the Final Supplemented Prospectus, complying with Section 10(a) of the 1933 Act. During the period specified in the second sentence of this subsection, the Company will advise continue to prepare and file with the Underwriter Commission on a timely basis all documents or amendments required under the 1934 Act and confirm the rules and regulations thereunder; provided, that the Company shall not file such documents or amendments without also furnishing copies thereof prior to such filing to the Representative and Dewey Ballantine LLP. (c) The Company will endeavor, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇ ▇nderwriters, to qualify the Senior Notes for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Representative may designate; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by notice the Company to be unduly burdensome. (d) The Company will make generally available to its security holders as soon as practicable but not later than 45 days after the close of the period covered thereby, an earnings statement of the Company (in writing: (i) when the Registration Statement, as amended, becomes effective, if form complying with the provisions of Rule 430A promulgated 158 of the rules and regulations under the Act will be relied upon, when 1933 Act) covering a twelve-month period beginning not later ▇▇▇▇ ▇he first day of the Prospectus has been filed Company's fiscal quarter next following the "effective date" (as defined in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii158) of the issuance by the Commission Registration Statement. (e) During a period of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments 15 days from the Commission; and (v) date of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any timethis Agreement, the Company will make every reasonable effort not, without the Representative's prior written consent, directly or indirectly, sell, offer to obtain promptly sell, grant any option for the lifting sale of, or otherwise dispose of, any Senior Notes or any security convertible into or exchangeable into or exercisable for the Senior Notes or any debt securities substantially similar to the Senior Notes (except for the Senior Notes issued pursuant to this Agreement). (f) As soon as practicable after the date of this Agreement, and in any event within the time prescribed by Rule 424 under the 1933 Act, to file the Final Supplemented Prospectus with the Commission and to advise the Representative of such orderfiling and to confirm such advice in writing.

Covenants of the Company. The Company covenants and agrees with the Underwriter Remarketing Dealer as follows: (a) The Company shall use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable and will not at any timeprovide prompt notice by telephone, whether before confirmed in writing (which may include facsimile or after the effective date of the Registration Statementother electronic transmission), file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: Remarketing Dealer of (i) before termination any notification or announcement by a "nationally recognized statistical rating agency" (as defined by the Commission for purposes of Rule 436(g)(2) under the ▇▇▇▇ ▇▇▇) with regard to the ratings of any securities of the offering Company, including, without limitation, notification or announcement of a downgrade in or withdrawal of the Securities by rating of any security of the Underwriter which Company or notification or announcement of a downgrade in or withdrawal of the Underwriter shall not previously have been advised and furnished rating of any security of the Company under surveillance or review, including placement on what is currently called a "watch list" or a "credit watch" with a copy; negative implications, or (ii) to which the Underwriter shall have objected; or (iiioccurrence at any time of any event set forth in Section 9(c) which is not in compliance with the Act, the Exchange Act or the Rules and Regulationsof this Agreement. (b) As The Company will furnish to the Remarketing Dealer: (i) not later than sixty (60) days prior to the first Remarketing Date,the Offering Document relating to the Remarketable Notes (including in each case any amendment or supplement thereto and each document incorporated therein by reference as soon as practicable when they become available); (ii) upon the request of the Remarketing Dealer, each 1934 Act Document filed after the date hereof; and (iii) in connection with the remarketing of the Remarketable Notes, such other information as the Remarketing Dealer may reasonably request from time to time and provide to potential investors in connection with the remarketing. The Company agrees to provide the Remarketing Dealer with as many copies of the foregoing written materials and other Company-approved information as the Remarketing Dealer may reasonably request for use in connection with the remarketing of the Remarketable Notes and consents to the use thereof solely for such purpose in compliance with applicable law and all applicable confidentiality covenants. (c) If, at any time from the Notification Date through the Final Remarketing Date, any event or condition known to the Company is advised relating to or obtains knowledge thereofaffecting the Company, any subsidiary thereof or the Remarketable Notes shall occur which would reasonably be expected to cause the Offering Document to contain an untrue statement of a material fact or omit to state a material fact, the Company shall promptly notify the Remarketing Dealer in writing of the circumstances and details of such event or condition. (d) Prior to the Fixed Rate Remarketing Date, the Company will advise file all documents required to be filed with the Underwriter Commission pursuant to the 1934 Act within the time periods required by the 1934 Act and confirm the 1934 Act Regulations. (e) The Company will comply with the 1933 Act and the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations and the 1939 Act and the rules and regulations of the Commission thereunder so as to permit the completion of the remarketing of the Remarketable Notes as contemplated in this Agreement and in each Offering Document. If, at any time when an Offering Document is required by notice the 1933 Act to be delivered in writing: connection with sales of the Remarketable Notes, any event shall occur or condition shall exist as a result of which it is necessary, in the reasonable opinion of counsel for the Remarketing Dealer or for the Company, to amend an Offering Document in order that such Offering Document will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser, or if it shall be necessary, in the opinion of such counsel, at any such time to amend an Offering Document or file a new registration statement or amend or supplement any Offering Document or issue a new prospectus in order to comply with the requirements of the 1933 Act or the 1933 Act Regulations and the Commission's interpretations of the 1933 Act and the 1933 Act Regulations, the Company, at its expense, will promptly (i) when prepare and file with the Registration StatementCommission such amendment or supplement as may be necessary to correct such statement or omission or to make the Offering Document comply with such requirements, or prepare and file any such new registration statement and prospectus as amendedmay be necessary for such purpose, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) furnish to the Remarketing Dealer such number of copies of such amendment, supplement or other document as the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; Remarketing Dealer may reasonably request and (iii) furnish to the Remarketing Dealer an officers' certificate, an opinion, including a customary statement as to the absence of material misstatements in or omissions from the Offering Document, as amended or supplemented, of counsel for the Company reasonably satisfactory to the Remarketing Dealer and a "comfort letter" from the Company's independent accountants, in each case in form and substance reasonably satisfactory to the Remarketing Dealer, of the issuance by same tenor as the officers' certificate, opinion and comfort letter, respectively, delivered pursuant to the Underwriting Agreement, but modified to relate to the Offering Document as amended or supplemented to the date thereof or such new registration statement and prospectus. (f) The Company agrees that neither it nor any state securities commission of its subsidiaries or affiliates whose ownership would cause the Remarketable Notes to be deemed to be no longer outstanding shall purchase or otherwise acquire, or enter into any proceedings for the suspension agreement to purchase or otherwise acquire, any of the qualification Remarketable Notes prior to the remarketing thereof by the Remarketing Dealer, other than pursuant to Section 4(h) or 4(i) of this Agreement. (g) The Company will comply with each of the Securities for offering or sale covenants set forth in any jurisdiction or of the initiation, or Underwriting Agreement through the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such orderfinal Remarketing Date.

Covenants of the Company. The Company hereby covenants and agrees with the Underwriter as followsUnderwriters that: (a) The Prior to the termination of the offering of the Offered Notes, the Company shall use its best efforts to cause will not file any amendment of the Registration Statement and any amendments thereto or supplement (including the Prospectus) to become effective as promptly as practicable the Base Prospectus unless the Company has furnished the Underwriters a copy for their review prior to filing and will not at file any timesuch proposed amendment or supplement to which any Underwriter reasonably objects. Subject to the foregoing sentence, whether before or after the effective date of Company will cause the Registration StatementPreliminary Prospectus and the Prospectus to be filed with the Commission pursuant to Rule 424. The Company will advise the Underwriters promptly (i) when the Prospectus shall have been filed with the Commission pursuant to Rule 424, file (ii) when any amendment to the Registration Statement relating to the Offered Notes shall have become effective, (iii) of any request by the Commission for any amendment of the Registration Statement or amendment of or supplement to the Prospectus or file for any document under the Exchange Act: additional information, (i) before termination of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Underwriter and confirm by notice in writing: (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (iiiv) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or threatening of any proceeding for that purpose; purpose and (iiiv) of the issuance receipt by any state securities commission the Company of any proceedings for notification with respect to the suspension of the qualification of the Securities Offered Notes for offering or sale in any jurisdiction or of the initiation, initiation or the threatening, threatening of any proceeding for such purpose. The Company will use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (b) The Company will use its best efforts to cause any Computational Materials, Collateral Term Sheets and ABS Term Sheets (each as defined in Section 11 below) with respect to the Offered Notes which are delivered by the Underwriters to the Company pursuant to Section 11 to be filed with the Commission on a Current Report on Form 8-K (the “Current Report”) pursuant to Rule 13a-11 under the Exchange Act not later than the business day immediately following the day on which such Computational Materials, Collateral Term Sheets or ABS Term Sheets are delivered to counsel for the Company by the Underwriters as provided in Section 11, and will promptly advise the Underwriters when such Current Report has been so filed. Such Current Report shall be incorporated by reference in the Prospectus and the Registration Statement. Notwithstanding the two preceding sentences, the Company shall have no obligation to file materials provided by the Underwriters pursuant to Section 11 which, in the reasonable determination of the Company after making reasonable efforts to consult with the Underwriters, are not required to be filed pursuant to the No-Action Letters (as defined in Section 11 below), or which contain erroneous information or contain any untrue statement of a material fact or which, when read in conjunction with the Prospectus, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that purpose; the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any Computational Materials, Collateral Term Sheets or ABS Term Sheets provided by the Underwriters to the Company pursuant to Section 11 hereof. (ivc) If, at any time when a prospectus relating to the Offered Notes is required to be delivered under the Act, Any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply with the Act or the Exchange Act or the respective rules thereunder, the Company promptly will prepare and file with the Commission, subject to the first sentence of paragraph (a) of the receipt of this Section 5, an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance and will use its best efforts to cause any comments from the Commission; and (v) of any request by the Commission for any required post-effective amendment to the Registration Statement or containing such amendment to be made effective as soon as possible; provided, however, that the Company will not be required to file any such amendment or supplement with respect to any Computational Materials incorporated by reference in the Prospectus other than any amendments or supplements of such Computational Materials that are furnished to the Company pursuant to Section 11(d) hereof which the Company determines to file in accordance therewith. (d) The Company will furnish to the Underwriters and counsel for the Underwriters, without charge, executed copies of the Registration Statement (including exhibits thereto) and each amendment thereto which shall become effective on or prior to the Closing Date and, so long as delivery of a prospectus by the Underwriters or dealer may be required by the Act, as many copies of the Prospectus and any amendments thereof and supplements thereto (other than exhibits to the related Current Report) as the Underwriters may reasonably request. The Company will pay the expenses of printing all documents relating to the initial offering[, provided that any additional expenses incurred in connection with the requirement of delivery of a market-making prospectus will be borne by the Underwriters]. (e) The Company will furnish such information as may be required and otherwise cooperate in qualifying the Offered Notes for sale under the laws of such jurisdictions as the Underwriters may reasonably designate and to maintain such qualifications in effect so long as required for the distribution of the Offered Notes; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not now so qualified or to take any action which would subject it to general or unlimited service of process in any jurisdiction where it is not now so subject. (f) The Company shall file any Issuer Free Writing Prospectus, and any Underwriter Prepared Issuer FWP provided to it by the Underwriter under Section 4(d), not later than the date of first use thereof, except that: (i) any Issuer Free Writing Prospectus or Underwriter Prepared Issuer FWP or portion thereof otherwise required to be filed that contains only (1) a description of the final terms of the Notes may be filed by the Company within two days of the later of the date such final terms have been established for additional information. If all classes of Notes and the date of first use, and (2) a description of the terms of the Notes that does not reflect the final terms after they have been established for all classes of all Notes is not required to be filed; and (ii) if the Issuer Free Writing Prospectus or Underwriter Prepared Issuer FWP includes only information of a type included in the definition of ABS Informational and Computational Materials, the Company shall file the same within the later of two business days after the Underwriter first provides this information to investors and the date upon which the Company is required to file the Prospectus Supplement with the Commission pursuant to Rule 424(b)(3) of the Act; provided further, that prior to the filing of any Underwriter Prepared Issuer FWP by the Company, the Underwriter must comply with its obligations pursuant to Section 4(d) and that the Company shall not be required to file any Free Writing Prospectus to the extent such Free Writing Prospectus includes information in a Free Writing Prospectus or Prospectus previously filed with the Commission or that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission. (g) The Underwriter shall file any state securities commission or regulatory authority shall enter Underwriter Free Writing Prospectus that has been distributed by the Underwriter in a stop order or suspend such qualification at any timemanner reasonably designed to lead to its broad, unrestricted dissemination within the later of two business days after the Underwriter first provides this information to investors and the date upon which the Company will make every reasonable effort is required to obtain promptly file the lifting Prospectus Supplement with the Commission pursuant to Rule 424(b)(3) of the Act or otherwise as required under Rule 433 of the Act; provided, however, that the Underwriter shall not be required to file any Underwriter Free Writing Prospectus to the extent such orderUnderwriter Free Writing Prospectus includes information in a Free Writing Prospectus or Prospectus previously filed with the Commission or that does not contain substantive changes from or additions to a Free Writing Prospectus previously filed with the Commission.

Covenants of the Company. The In further consideration of the agreements of the Underwriters herein contained, the Company covenants and agrees with the Underwriter as followsseveral Underwriters that: (a) The Company shall use its best efforts to cause the Registration Statement and any amendments thereto have been declared effective. If any information shall have been omitted therefrom in reliance upon Rule 430A or Rule 430C, the Company, at the earliest possible time, will furnish the Representatives with a copy of the Prospectus to become effective as be filed by the Company with the Commission to comply with Rule 424(b), Rule 430A and Rule 430C under the Act and, if the Representatives do not object to the contents thereof, will comply with such Rules. Upon compliance with such Rules, the Company will so advise the Representatives promptly. The Company will advise the Representatives and counsel to the Underwriters promptly as practicable of the issuance by the Commission or any state securities commission of any stop order suspending the effectiveness of the Registration Statement or of the institution of any proceedings for that purpose, or of any notification of the suspension of qualification of the Shares for sale in any jurisdiction or the initiation or threatening of any proceedings for that purpose, and will also advise the Representatives and counsel to the Underwriters promptly of any request of the Commission for amendment or supplement of the Registration Statement, of any Preliminary Prospectus, the General Disclosure Package or of the Prospectus, or for additional information, and the Company will not file any amendment or supplement to the Registration Statement (either before or after it becomes effective), to any Preliminary Prospectus or to the Prospectus (including a prospectus filed pursuant to Rule 424(b)), or file any document under the Exchange Act before the termination of the public offering of the Shares by the Underwriters if such document would be deemed to be incorporated by reference in the Registration Statement, if the Representatives have not been furnished with a copy prior to such filing (with a reasonable opportunity to review such amendment or supplement) or if the Representatives object to such filing. The Company will file any Free Writing Prospectus as required by Rule 433. (b) If, at any timetime when a prospectus relating to the Shares is required by law to be delivered in connection with sales by an Underwriter or dealer, whether before any event occurs as a result of which the Prospectus would include an untrue statement of a material fact, or would omit to state any ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated March 16, 2006 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, or if it is necessary at any time to supplement the Prospectus to comply with the Act or to file under the Exchange Act any document which would be deemed to be incorporated by reference in the Registration Statement to comply with the Act or the Exchange Act, the Company promptly will advise the Representatives and counsel to the Underwriters thereof and will promptly prepare and file with the Commission, at its expense, an amendment to the Registration Statement or file such document which will correct such statement or omission or an amendment which will effect such compliance; and, if any Underwriter is required to deliver a prospectus after the effective date of the Registration Statement, the Company, upon request of the Representatives, will prepare promptly such prospectus or prospectuses as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Act. The Company consents to the use, in accordance with the provisions of the Act and with the Blue Sky Laws of the jurisdictions in which the Shares are offered by the several Underwriters and by dealers, of the General Disclosure Package. (c) If necessary or appropriate in connection with the offer and sale of the Shares, the Company shall file a Rule 462(b) Registration Statement in the manner prescribed by the Act so that such Rule 462(b) Registration Statement shall become effective upon filing. (d) Neither the Company nor the Subsidiary will, prior to the Second Closing Date, if any, acquire any amendment of the Common Stock nor will the Company declare or pay any dividend or make any other distribution upon its Common Stock payable to stockholders of record on a date prior to such earlier date, except as described in the Prospectus. (e) The Company will make generally available to its security holders, and 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 or supplement to the Prospectus or file any document (as defined in Rule 158(c) under the Exchange Act: (i) before as soon as is reasonably practicable after the termination of the offering of the Securities by the Underwriter which the Underwriter shall such twelve-month period but in any case not previously have been advised and furnished with a copy; later than March 31, 2007. Any document or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance information filed with the Act, the Exchange Act or the Rules Commission and Regulationsavailable on ▇▇▇▇▇ shall be deemed to be delivered for purposes of this section. (bf) As soon The Company will apply the net proceeds from the sale of the Shares to be sold by it hereunder for the purposes set forth in the Prospectus. (g) The Company will cooperate with the Representatives and counsel to the Underwriters in qualifying or registering the Shares for sale under the Blue Sky Laws of such jurisdictions as the Representatives designate, and will continue such qualifications or registrations in effect so long as reasonably requested by the Representatives to effect the distribution of the Shares. The Company shall not be required to qualify as a foreign corporation, file a general consent to service of process in any such jurisdiction where it is advised not presently qualified or obtains knowledge thereof▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated March 16, 2006 subject itself to taxation in any jurisdiction in which it would not otherwise be subject. In each jurisdiction where any of the Shares shall have been qualified as provided above, the Company will advise file such reports and statements as may be required to continue such qualification for a period of not less than one year from the Underwriter date of the Prospectus. The Company shall promptly prepare and confirm file with the Commission, from time to time, such reports as may be required to be filed by the Act and the Exchange Act, and the Company shall comply in all respects with the undertakings given by the Company in connection with the qualification or registration of the Shares for offering and sale under the Blue Sky Laws. (h) The Company shall deliver the requisite notice in writing: of issuance to Nasdaq and shall take all necessary or appropriate action within its power to maintain the authorization for trading of the Common Stock as a Nasdaq National Market security, or take such action to authorize the Common Stock for listing on the New York Stock Exchange or the American Stock Exchange, for a period of at least thirty-six months after the date of the Prospectus. (i) when The Company hereby agrees that, without the Registration Statementprior written consent of Baird on behalf of the Underwriters, as amendedit will not, becomes effectiveduring the period ending 90 days after the date of the Prospectus, if (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the provisions economic consequences of Rule 430A promulgated under ownership of the Act will Common Stock, whether any such transaction described in clause (1) or (2) above is to be relied uponsettled by delivery of Common Stock or such other securities, when in cash or otherwise or (3) file any registration statement with the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment Commission relating to the Registration Statement becomes effective; offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (iia) the Shares to be sold hereunder, (b) the grant of options to purchase shares of Common Stock pursuant to the Company’s stock option plans or the sale of shares of capital stock to employees pursuant to the Company’s employee stock purchase plans or (c) the issuance by the Commission Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof of which the Underwriters have been advised in writing. Notwithstanding the foregoing, if (1) during the last 17 days 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 the preceding paragraph of this agreement shall continue to apply until the expiration of the 18 day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify Baird of any stop order earnings release, news or event that may give rise to an extension of the initiationinitial 90 day restricted period. ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ & Co. Incorporated March 16, 2006 (j) The Company will maintain a transfer agent and, if required by law or the threatening rules of any proceeding, suspending the effectiveness of the Registration Statement Nasdaq or any order preventing or suspending national securities exchange on which the use of Common Stock is listed, a registrar (which, if permitted by applicable laws and rules, may be the Preliminary Prospectus or same entity as the Prospectus, or any amendment or supplement thereto, or the institution or proceeding transfer agent) for that purpose; its Common Stock. (iiik) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment Prior to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any timeFirst Closing Date, the Company will not issue any press release or other communications directly or indirectly or hold any press conference with respect to the Company, the condition, financial or otherwise, or the earnings, business affairs or business prospects of the Company, without your prior consent, which shall not be unreasonably withheld, unless in the judgment of the Company and its counsel, and after such notification to you, such press release or communication is required by law. (l) If the sale to the Underwriters is not consummated for any reason other than termination of this Agreement pursuant to section 11 hereof, or section 13(a), (c) or (d) hereof, without limiting any other rights the Underwriters may have, the Company agrees to reimburse the Underwriters upon demand for all out-of-pocket expenses (including reasonable fees and expenses of counsel for the Underwriters), that shall have been incurred by the Underwriters in connection with the proposed purchase and sale of the Shares, and the provisions of sections 7 and 10 hereof shall at all times and be effective and apply. (m) The Company will use its commercially reasonable efforts to comply or cause to be complied with the conditions to the obligations of the Underwriters in section 8 hereof. (n) The Company represents and agrees that it has not made and will not make every reasonable effort any offer relating to obtain promptly the lifting Shares that would constitute an issuer free writing prospectus, as defined in Rule 433 of the 1933 Act, other than as listed on Schedule A, without the prior consent of Baird. Any such orderfree writing prospectus consented to by Baird is hereinafter referred to as a “Permitted Free Writing Prospectus.” The Company represents that it will treat each Permitted Free Writing Prospectus as an “issuer free writing prospectus,” as defined in Rule 433, and has complied and will comply with the applicable requirements of Rule 433 of the 1933 Act, including timely Commission filing where required, legending and record keeping.

Covenants of the Company. The Company covenants and agrees with the Underwriter as followsseveral Underwriters that: (ai) The Company shall will (A) use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable or, if the procedure in Rule 430A of the Rules and will not Regulations is followed, to prepare and timely file with the Commission under Rule 424(b) of the Rules and Regulations a Prospectus in a form approved by the Representatives containing information previously omitted at any time, whether before or after the effective date time of effectiveness of the Registration StatementStatement in reliance on Rule 430A of the Rules and Regulations, (B) not file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination documents incorporated by reference therein of the offering of the Securities by the Underwriter which the Underwriter Representatives shall not previously have been advised and furnished with a copy; copy or (ii) to which the Underwriter Representatives shall have objected; reasonably objected in writing or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations., and (C) file on a timely basis all reports and any definitive proxy or information statements required to be filed by the Company with the Commission subsequent to the date of the Prospectus and prior to the offering of the Shares by Underwriters. To the extent applicable, the copies of the Registration Statement and each amendment thereto (including all exhibits filed therewith), any Preliminary Prospectus or Prospectus (in each case, as amended or supplemented) furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation S-T. (bii) As soon as the Company is advised or obtains knowledge thereof, the The Company will advise the Underwriter and confirm by notice in writing: Representatives promptly (iA) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when Statement or any post-effective amendment to thereto shall have become effective, (B) of receipt of any comments from the Commission, (C) of any request of the Commission for amendment of the Registration Statement becomes effective; or for supplement to the Prospectus or for any additional information, and (iiD) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or the use of the Prospectus or of the institution of any proceedings for that purpose. The Company will use its best efforts to prevent the issuance of any such stop order preventing or suspending the use of the Preliminary Prospectus or and to obtain as soon as possible the Prospectuslifting thereof, or any amendment or supplement theretoif issued. (iii) The Company will cooperate with the Representatives in endeavoring to qualify the Shares for sale under the securities laws of such jurisdictions as the Representatives may reasonably have designated in writing and will make such applications, or the institution or proceeding file such documents, and furnish such information as may be reasonably required for that purpose; (iii) , provided the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale process in any jurisdiction where it is not now so qualified or required to file such a consent. The Company will, from time to time, prepare and file such statements, reports, and other documents, as are or may be required to continue such qualifications in effect for so long a period as the Representatives may reasonably request for distribution of the initiation, or the threatening, of any proceeding for that purpose; Shares. (iv) The Company will deliver to, or upon the order of, the Representatives, from time to time, as many copies of any Preliminary Prospectus as the Representatives may reasonably request. The Company will deliver to, or upon the order of, the Representatives during the period when delivery of a Prospectus is required under the Securities Act, as many copies of the receipt Prospectus in final form, or as thereafter amended or supplemented, as the Representatives may reasonably request. The Company will deliver to the Representatives at or before the Closing Date, four signed copies of any comments from the Commission; Registration Statement and all amendments thereto, including all exhibits filed therewith, and will deliver to the Representatives such number of copies of the Registration Statement (including such number of copies of the exhibits filed therewith that may reasonably be requested), including documents incorporated by reference therein, and of all amendments thereto, as the Representatives may reasonably request. (v) The Company will comply with the Securities Act and the Rules and Regulations, and the Exchange Act and the rules and regulations of any request by the Commission for thereunder, so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and the Prospectus. If during the period in which a prospectus is required by law to be delivered by an Underwriter or dealer, any event shall occur as a result of which, in the judgment of the Company or in the reasonable opinion of the Underwriters, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading, or, if it is necessary at any time to amend or supplement the Prospectus to comply with any law, the Company promptly will either (i) prepare and file with the Commission an appropriate amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If (ii) prepare and file with the Commission an appropriate filing under the Exchange Act which shall be incorporated by reference in the Prospectus so that the Prospectus, as so amended or supplemented, will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the law. (vi) The Company will make generally available to its security holders, as soon as it is practicable to do so, but in any state securities commission or regulatory authority event not later than 15 months after the effective date of the Registration Statement, an earning statement (which need not be audited) in reasonable detail, covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement, which earning statement shall enter a stop order or suspend satisfy the requirements of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations and will advise you in writing when such qualification at any timestatement has been so made available. (vii) Prior to the Closing Date, the Company will make every reasonable effort furnish to obtain promptly the lifting Underwriters, as soon as they have been prepared by or are available to the Company, a copy of any unaudited interim financial statements of the Company for any period subsequent to the period covered by the most recent financial statements appearing in the Registration Statement and the Prospectus. (viii) The Company will, for a period of five years from the Closing Date, deliver to the Representatives copies of annual reports and copies of all other documents, reports and information furnished by the Company to its shareholders or filed with any securities exchange pursuant to the requirements of such orderexchange or with the Commission pursuant to the Securities Act or the Exchange Act. The Company will deliver to the Representatives similar reports with respect to significant subsidiaries, as that term is defined in the Rules and Regulations, which are not consolidated in the Company's financial statements. (ix) No offering, sale, short sale or other disposition of any shares of Class A Common Stock of the Company or other securities convertible into or exchangeable or exercisable for shares of Class A Common Stock or derivative of Class A Common Stock (or agreement for such) will be made for a period of 90 days after the date of this Agreement, directly or indirectly, by the Company otherwise than hereunder or with the prior written consent of BT Alex. ▇▇▇▇▇, except that the Company may, without such consent, (A) issue shares upon exercise of options outstanding on the date of this Agreement issued pursuant to the Company's 1987 Stock Option Plan, 1989 Stock Option Plan and 1995 Stock Option Plan, (B) grant options, offer to sell and sell shares of its Class A Common Stock to its employees, directors and consultants pursuant to the 1995 Stock Option Plan, (C) issue shares of Series A Common Stock to consummate the acquisition of the Minot Business as set forth in the Asset Purchase Agreement and (D) issue shares of capital stock in connection with any other business acquisition by the Company or the Subsidiaries, provided, however, that each of the recipients thereof agree not to offer, sell or otherwise transfer such securities for the remainder of the 90-day period referenced above. (x) The Company will complete and file an Application for Listing of Additional Shares with, and use its best efforts to list the Shares on, The Nasdaq National Market. (xi) The Company has caused each officer and director of the Company to furnish to you, on or prior to the date of this agreement, a letter or letters (a "Lockup Agreement"), in form and substance satisfactory to the Underwriters, pursuant to which each such person has agreed for a period expiring 90 days after the date of the Prospectus not to (A) offer to sell, contract to sell, transfer or otherwise dispose of, directly or indirectly, any shares of capital stock of the Company, including shares of common stock of any series or class, any options, rights or warrants to purchase any shares of capital stock of the Company (including any stock appreciation right, or similar right with an exercise or conversion privilege at a price related to, or derived from, the market price of the capital stock of the Company) or any securities convertible into or exchangeable for shares of capital stock of the Company owned directly by such director, officer or shareholder or with respect to which such director, officer or shareholder has the power of disposition (including, without limitation, shares of capital stock of the Company which such person may be deemed to beneficially own in accordance with the rules and regulations promulgated under the Exchange Act) or (B) engage in any hedging transactions (including short sales, put and call options, cashless collar transactions or other forms of derivative security transactions) with respect to the Class A Common Stock that may have an impact on the market price of the Class A Common Stock. (xii) The Company shall apply the net proceeds of its sale of the Shares as set forth in the Prospectus. (xiii) Until November 30, 1999, the Company will notify the Representatives in writing of any change in its accounting policies regarding inventory at least 30 days prior to such proposed change. (xiv) The Company shall not invest, or otherwise use the proceeds received by the Company from its sale of the Shares in such a manner as would require the Company or any of the Subsidiaries to register as an investment company under the 1940 Act. (xv) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar for the Class A Common Stock. (xvi) The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company.

Covenants of the Company. The Company covenants and agrees with the Underwriter as follows: (a) The Company shall use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to prepare the Prospectus or in a form approved by the Representatives and file any document such Prospectus pursuant to Rule 424(b) under the Exchange Act: (i) before termination Securities Act not later than the Commission's close of business on the offering second business day following the execution and delivery of the Securities by the Underwriter which the Underwriter this Agreement and shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will promptly advise the Underwriter and confirm by notice in writing: Representatives (i) when the Registration Statement, as amended, becomes Statement and any amendment thereto shall have become effective, if (ii) of any request by the provisions Commission for any amendment of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; or the Prospectus or for any additional information, (iiiii) of the prevention or suspension of the use of any preliminary prospectus or the Prospectus or of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or threatening of any proceeding for that purpose; purpose and (iiiiv) of the issuance receipt by any state securities commission the Company of any proceedings for notification with respect to the suspension of the qualification of the Securities Shares for offering or sale in any jurisdiction or of the initiation, initiation or the threatening, threatening of any proceeding for that such purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for . The Company shall not file any amendment to of the Registration Statement or any amendment or supplement to the Prospectus unless the Company has furnished the Representatives a copy for their review prior to filing and shall not file any such proposed amendment or for additional informationsupplement to which the Representatives reasonably object. If The Company shall use its best efforts to prevent the Commission or issuance of any state securities commission or regulatory authority shall enter a such stop order or suspend such qualification and, if issued, to obtain as soon as possible the withdrawal thereof. (b) If, at any timetime when a prospectus relating to the Shares is required to be delivered under the Securities Act and the Rules, any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply with the Securities Act or the Rules, the Company will promptly shall prepare and file with the Commission, subject to the second sentence of paragraph (a) of this Section 6(A), an amendment or supplement which shall correct such statement or omission or an amendment which shall effect such compliance. (c) The Company shall make every reasonable effort generally available to obtain promptly its security holders and to the lifting Representatives as soon as practicable, but not later than 45 days after the end of the 12-month period beginning at the end of the fiscal quarter of the Company during which the Effective Date occurs (or 90 days if such 12-month period coincides with the Company's fiscal year), an earnings statement (which need not be audited) of the Company, covering such 12-month period, which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules. (d) The Company shall furnish to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including all exhibits thereto and amendments thereof) as originally filed and to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and all amendments thereof and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Securities Act or the Rules, as many copies of any preliminary prospectus and the Prospectus and any amendments thereof and supplements thereto as the Representatives may reasonably request. (e) In the event it becomes necessary to qualify the Shares for sale in various jurisdictions, the Company shall cooperate with the Representatives and their counsel in endeavoring to qualify the Shares for offer and sale under the laws of such orderjurisdictions as the Representatives may designate, and shall maintain such qualifications in effect so long as required for the distribution of the Shares; PROVIDED, HOWEVER, that the Company shall not be required in connection therewith, as a condition thereof, to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or subject itself to taxation as doing business in any jurisdiction in which it is not now so qualified or subject. (f) For a period of five years after the date of this Agreement, the Company shall supply to the Representatives, and to each other Underwriter who may so request in writing, copies of such financial statements and other periodic and special reports as the Company may from time to time distribute generally to the holders of any class of its capital stock and to furnish to the Representatives a copy of each annual or other report it shall be required to file with the Commission (including the Report on Form SR required by Rule 463 of the Rules). (g) Without the prior written consent of ▇▇▇▇▇▇▇▇▇▇▇ & Co., Inc., for a period of 180 days after the date of this Agreement, the Company and each of its individual directors and officers shall not offer for sale, sell, contract to sell, distribute, transfer, grant any option for the sale of, or otherwise dispose of, directly or indirectly (other than on Form S-8 or on any successor form), or exercise any registration rights with respect to, any equity securities of the Company (or any securities convertible into, exercisable for or exchangeable for equity securities of the Company), except for the issuance of the Shares pursuant to the Registration Statement and the issuance of options pursuant to the Company's Stock Option Plan as described in the Registration Statement and the Prospectus. In the event that during this period, (i) any options are issued pursuant to the Company's Stock Option Plan that are exercisable during such 180-day period or (ii) any registration is effected on Form S-8 or on any successor form relating to options that are exercisable during such 180-day period, the Company shall obtain the written agreement of such grantee or holder of such registered securities that, for a period of 180 days after the date of this Agreement, such person will not, without the prior written consent of ▇▇▇▇▇▇▇▇▇▇▇ & Co., Inc., offer for sale, sell, distribute, grant any option for the sale of, or otherwise dispose of, directly or indirectly, or exercise any registration rights with respect to, any shares of Common Stock (or any securities convertible into, exercisable for, or exchangeable for any shares of Common Stock) owned by such person. (h) On or before completion of this offering, the Company shall make all filings required under applicable securities laws and by the NASDAQ National Market System (including any required registration under the Exchange Act).

Covenants of the Company. The Company covenants and agrees with the each Underwriter as follows: (a) The Company shall use its best efforts will, if required, file the Prospectus pursuant to cause Rule 424(b) under the Act with the Commission pursuant to and in accordance with Rule 424(b) not later than the time specified therein. The Company will advise the Underwriters promptly of any such filing pursuant to Rule 424(b); (b) The Company will not to make any amendment or any supplement to the Registration Statement and any amendments thereto or the Prospectus, as amended or supplemented prior to become effective as promptly as practicable and will not at any timethe Time of Delivery, whether before or after without furnishing the effective date Underwriters with a copy of the Registration Statementproposed form thereof and providing the Underwriters with a reasonable opportunity to review the same; and during such same period to advise the Underwriters, file promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement to the Prospectus as amended or file supplemented or any document amended Prospectus has been filed or mailed for filing, of the issuance of any stop order by the Commission, of the suspension of the qualification of any of the Publicly Offered Notes for offering or sale in any jurisdiction, of the initiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus, as amended or supplemented or for additional information; and, in the event of the issuance of any such stop order or of any order preventing or suspending the use of any prospectus relating to the Publicly Offered Notes or suspending any such qualification, to use promptly its best efforts to obtain its withdrawal; (c) The Company will promptly from time to time to take such action as the Underwriters may reasonably request to qualify the Publicly Offered Notes for offering and sale under the Exchange Act: securities laws of such states as the Underwriters may request and to continue such qualifications in effect so long as necessary under such laws for the distribution of the Publicly Offered Notes, provided that in connection therewith, neither the Trust nor the Company shall be required to qualify to do business or to file a general consent to service of process in any jurisdiction; and provided further, that the expense of maintaining any such qualification more than one year from the Time of Delivery with respect to such Publicly Offered Notes shall be at the expense of the Underwriters; (d) The Company will furnish the Underwriters with copies of the Registration Statement and copies of the Prospectus, as amended or supplemented, in such quantities as the Underwriters may from time to time reasonably request, and, if the delivery of a prospectus is required by law at any time prior to the expiration of six months after the time of issue of the Prospectus in connection with the offering or sale of the Publicly Offered Notes and if at such time, either (i) before termination any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the offering of the Securities by the Underwriter circumstances under which the Underwriter shall they were made, not previously have been advised and furnished with a copy; misleading, or (ii) for any other reason it shall be necessary during such same period to which amend or supplement the Underwriter shall have objected; Prospectus or (iii) which is not to file under the Exchange Act any document incorporated by reference in compliance the Prospectus in order to comply with the Act, the Exchange Act or the Rules Trust Indenture Act, to notify the Underwriters and Regulations.upon its request to prepare and furnish without charge to the Underwriters and to any dealer in securities as many copies as the Underwriters may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in case either Underwriter is required by law to deliver a prospectus in connection with sales of any of the Publicly Offered Notes at any time six months or more after the time of issue of the Prospectus, upon such Underwriter's request, but at such Underwriter's own expense, to prepare and deliver to such Underwriter as many written and electronic copies as such Underwriter may request of an amended or supplemented Prospectus complying with the Act; (be) As During the period beginning from the date hereof and continuing to and including the later of the Time of Delivery for the Publicly Offered Notes and such earlier time as an Underwriter may notify the Company not to offer, sell, contract to sell, pledge, grant any option to purchase, make any short sale or otherwise dispose of, except as provided hereunder any securities of the Company that are substantially similar to the Publicly Offered Notes; (f) To make generally available to Holders of the Publicly Offered Notes as soon as practicable, but in any event no later than eighteen months after the Time of Delivery, an earnings statement (or statements) of the Company is advised complying with Rule 158 under the Act and covering a period of at least twelve consecutive months beginning after the Time of Delivery; (g) So long as any of the Publicly Offered Notes are outstanding, to furnish you copies of all reports or obtains knowledge thereofother communications (financial or other) furnished to Holders of Notes, the Company will advise the Underwriter and confirm by notice in writing: to deliver to you during such same period, (i) when as soon as they are available, copies of any reports and financial statements furnished to or filed with the Commission; (ii) copies of each amendment to any of the Indenture, the Sale and Servicing Agreements and the Receivables Purchase Agreement; and (iii) such additional information concerning the business and financial condition of the Company or the Trust as you may from time to time reasonably request; (h) During a period of five years from the effective date of the Registration Statement, as amended, becomes effective, if to furnish to you (i) copies of any documents furnished to or filed with the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment Commission pursuant to the Registration Statement becomes effectiveExchange Act; and (ii) such additional information concerning the business and financial condition of the issuance Company as you may from time to time reasonably request; (i) To use the net proceeds received by it from the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification sale of the Securities for offering or sale pursuant to this Agreement in any jurisdiction or the manner specified in the Prospectus under the caption "Use of the initiation, or the threatening, of any proceeding for that purposeProceeds"; and (ivj) of the receipt of any comments from the Commission; and (v) of any request by To file with the Commission for any amendment to such information on Form 10-Q or Form 10-K as may be required under the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such orderAct.

Covenants of the Company. 6.1 The Company covenants and agrees with the Underwriter as follows: (a) The Company shall To use its best efforts to cause bring about the effectiveness of the Registration Statement Statement, and any amendments thereto to become effective as promptly as practicable and the Company will not not, at any time, whether before or after the effective date of the Registration Statementdate, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination supplement thereto of the offering of the Securities by the Underwriter which the Underwriter you and your counsel shall not previously have been advised and furnished with a copy; copy or (ii) to which the Underwriter you or your counsel shall have objected; objected or (iii) which that is not in compliance with the Act, the Exchange Act or and the Rules and Regulations. (b) As , and as soon as the Company is advised or obtains knowledge thereof, the Company will to advise the Underwriter Representatives and confirm by notice this advice in writing: writing (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus Statement has been filed in accordance with said Rule 430A become effective and when any post-effective amendment to the Registration Statement becomes effective; (ii) of the issuance by the Commission Commission, AMEX or any state securities or "Blue Sky" commissioner or authority of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending Statement, the use listing of the Preliminary Prospectus Common Stock or the ProspectusShares, or any amendment or supplement theretoqualification of the Shares, or prohibiting the institution offer or proceeding for that purpose; (iii) sale of the issuance by any state securities commission Shares or the initiation or threatening of any proceedings for any such purpose, and to use its best efforts to cause the suspension issuing authority to lift any such order. (b) To deliver, on or before the effective date of the qualification Registration Statement and from time to time thereafter until the earlier of completion of the Securities for offering or sale the period as, in the opinion of counsel for the Underwriters, the Prospectus is required by law to be delivered in connection with sales by an Underwriter or dealer, without charge, to the Representatives, and to send to the several Underwriters, at such office or offices as any jurisdiction or Representative may designate, as many copies of the initiationpreliminary prospectus and Prospectus as the Representatives may reasonably request. The copies of the Registration Statement and each amendment thereto furnished to the Underwriters will be substantially identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, or except to the threateningextent permitted by Regulation S-T. (c) To furnish each Representative and their counsel, without charge, one executed copy of the Registration Statement (including exhibits) and of any proceeding for that purpose; (iv) amendments thereto and to furnish each Representative, without charge, a reasonable number of conformed copies of the receipt Registration Statement (excluding exhibits) and of any comments from the Commission; amendments thereto. (d) To furnish each Representative and (v) their counsel with a copy of any request by the Commission for any each proposed amendment to or supplement before amending or supplementing the Registration Statement or the Prospectus. (e) Until the earlier of completion of the offering or the period as, in the opinion of counsel for the Underwriters, the Prospectus is required by law to be delivered in connection with sales by an Underwriter or dealer, if any event shall occur as a result of which it shall be necessary to amend or supplement the Prospectus in order to make the statements therein, in light of the circumstances when the Prospectus is delivered to a purchaser, not misleading, forthwith to prepare and furnish, at its own expense, to the Underwriters and to dealers (whose names and addresses the Representatives will furnish to the Company) to whom Shares may have been sold by the Representatives and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus, as so amended or supplemented, will not, in light of the circumstances when the Prospectus is delivered to a purchaser, be misleading. Neither the Representatives' consent to, nor the Underwriters' delivery of, any such amendment or supplement shall constitute a waiver of any of the conditions set forth in Section 5. (f) To make generally available to the Company's security holders, as soon as practicable, but not later than fifteen months after the end of the Company's current fiscal quarter, an earnings statement (which need not be audited) covering a period of twelve months beginning after the effective date of the Registration Statement, which earnings statement shall satisfy the provisions of the last paragraph of Section 11(a) of the Act, including, at the option of the Company, Rule 158. (g) For a period of three years following the date of this Agreement, to supply to the Representatives, and to each other Underwriter who may so request in writing, copies of such financial statements and other periodic and special reports as the Company may from time to time furnish generally to holders of any class of its securities, and to furnish the Representatives a copy of each annual report on Form 10-K which it files with the Commission. (h) To cooperate with the Representatives in an endeavor to qualify the Shares for offer and sale under the "Blue Sky" laws of such jurisdictions of the United States as the Representatives may request, and to pay, or reimburse if paid by a Representative, fees and disbursements of counsel for the Underwriters and all other expenses and filing fees in connection therewith; provided, however, that the Company shall not be required to file any general consent to service of process or to qualify as a foreign corporation or as a dealer in securities in any jurisdiction in which it is not so qualified or to subject itself to taxation as doing business in any jurisdiction. (i) For a period of three years following the date of this Agreement, to comply to the best of its ability with the Act, the Rules and Regulations and the Exchange Act, as amended, and the rules and regulations thereunder, and the rules and regulations of AMEX so as to permit the continuance of sales and dealings in the Common Stock of the Company on AMEX. (j) To apply the net proceeds from the sale of the Shares in accordance with the statements made under "Use of Proceeds" in the Prospectus and to comply with Rule 463 under the Act. (k) To promptly supply the Representatives and their counsel with copies of all correspondence to and from and all documents issued to and by the Commission and AMEX in connection with the registration of the Shares under the Act and the listing of the Shares on AMEX. 6.2 The Company covenants and agrees to pay, or reimburse if paid by the Representatives, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, all costs and expenses incident to the entry into and performance under this Agreement by the Company, and without limiting the generality of the foregoing, all costs and expenses incident to (a) the issuance, purchase, sale and delivery of the Shares to the Underwriters, (b) the registration of the Shares and preparing, printing and shipping the Registration Statement and the underwriting documents, (c) the filing fees of the Commission, the NASD, AMEX (including AMEX listing fees for the Shares) and state securities and "Blue Sky" commissioners and authorities in connection with the Registration Statement and this Agreement, and the fees, disbursements and expenses of counsel in connection with state securities or "Blue Sky" matters and review by the NASD, (d) the fees and disbursements of counsel and accountants for the Company and its subsidiaries, (e) the furnishing to the Representatives and the other Underwriters of copies of the Registration Statement, any preliminary prospectus, the Prospectus, this Agreement, the Blue Sky Survey (preliminary and final), and of the documents required by paragraphs (b), (c), (d) and (e) of Section 6.1, to be so furnished, including costs of preparing, printing and shipment, (f) the preparation, printing, mailing, delivery, filing and distribution by the Company of all supplements and amendments to the Prospectus or required by paragraph (e) of Section 6.1, and (g) the furnishing to the Representatives and the other Underwriters of all reports and financial statements required by paragraphs (f) and (g) of Section 6. 1. Except as provided below, and except as otherwise provided in Section 7, except for additional informationthe $40,000 that the Company paid directly to Rutan & Tucker, LLP, which amount covers fees and expenses of coun▇▇▇ ▇hat ▇▇▇▇ actually been incurred by the Underwriters prior to the date of this Agreement, the Representatives will pay the fees and costs of their counsel. If the Commission sale of any of the Shares to the several Underwriters pursuant to this Agreement is not consummated for any reason other than as set forth in clauses (ii) through (viii) of Section 8.2 or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any timeSection 9, the Company will make every reasonable effort reimburse the several Underwriters for all of their out-of-pocket expenses (including fees and expenses of counsel) actually incurred by the Underwriters in connection with this Agreement or in investigating, preparing to obtain promptly market or marketing the lifting Shares. 6.3 The Company covenants and agrees that except as expressly contemplated hereby, it will not, directly or indirectly, (a) offer, pledge, sell, offer to sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any of the shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, shares of Common Stock, or (b) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the shares of Common Stock or such other securities convertible into, or exercisable or exchangeable for, shares of Common Stock (whether any such transaction described in clause (a) or (b) above is to be settled by delivery of the shares of Common Stock or such other securities, in cash or otherwise), in each case, beneficially owned (within the meaning of Rule 13d-3 under the Exchange Act) or otherwise controlled by the Company on the date hereof or hereafter acquired or otherwise controlled, for a period beginning from the date hereof and continuing to and including the date 180 days after the date of the Prospectus; provided, however, that the Company may, without the prior written consent of the Representatives on behalf of the Underwriters, (i) issue stock options not exercisable during such 180-day period pursuant to equity incentive plans described in the Registration Statement and the Prospectus to employees, directors and consultants of the Company, (ii) issue shares upon the exercise of options and warrants and the conversion of preferred stock and convertible debentures, in each case as described in the Registration Statement and the Prospectus, (iii) as described in the Registration Statement and Prospectus, issue and deposit into escrow at the First Closing shares of Common Stock of the Company valued at $2.5 million in connection with the Company's acquisition of Altama and Target Sub, and (iv) issue shares of Common Stock or other securities convertible into or exercisable or exchangeable for shares of Common Stock in connection with any acquisition by the Company of another entity, provided that the Company ensures that the recipient(s) of such ordersecurities shall not transfer such securities during the 180-day period following the date of the Prospectus. In addition, the Company will not, during such 180-day period, register any shares of Common Stock or any securities convertible into, or exercisable or exchangeable for, Common Stock.

Covenants of the Company. The Company covenants and agrees with the Underwriter Underwriters as follows: (a) The Company shall use its best efforts Company, on or prior to cause the Closing Date, will deliver to the Underwriters conformed copies of the Registration Statement as originally filed and of all amendments thereto, heretofore or hereafter made, including any amendments thereto to become post-effective amendment (in each case including all exhibits filed therewith, and including unsigned copies of each consent and certificate included therein or filed as promptly as practicable and will not at any timean exhibit thereto, whether before or after the effective date of the Registration Statementexcept exhibits incorporated by reference, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) unless specifically requested). As soon as the Company is advised thereof, it will advise the Underwriters orally of the issuance of any stop order under the 1933 Act with respect to the Registration Statement, or obtains knowledge the institution of any proceedings therefor, of which the Company shall have received notice, and will use its best efforts to prevent the issuance of any such stop order and to secure the prompt removal thereof, if issued. The Company will deliver to the Underwriters sufficient conformed copies of the Registration Statement, the Prospectus and the Final Supplemented Prospectus and of all supplements and amendments thereto (in each case without exhibits) for distribution to the Underwriters and, from time to time, as many copies of the Prospectus and the Final Supplemented Prospectus as the Underwriters may reasonably request for the purposes contemplated by the 1933 Act or the 1934 Act. (b) The Company will furnish the Underwri▇▇▇▇ ▇▇▇h copies of each amendment and supplement to the Final Supplemented Prospectus relating to the offering of the Senior Notes in such quantities as the Underwriters may from time to time reasonably request. If, during the period (not exceeding nine months) when the delivery of a prospectus shall be required by law in connection with the sale of any Senior Notes by an Underwriter, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Underwriters, shall occur, which in the opinion of the Company or of Underwriters' counsel should be set forth in a supplement to or an amendment of the Final Supplemented Prospectus, as the case may be, in order to make the Final Supplemented Prospectus not misleading in the light of the circumstances when it is delivered, or if for any other reason it shall be necessary during such period to amend or supplement the Final Supplemented Prospectus or to file under the 1934 Act any document incorporated by reference in the Preliminary Prospectus or Prospectus in order to comply with the 1933 Act or the 1934 Act, the Company forthwith will (i) notify the Underwriters to suspend solicitation of purchases of the Senior Notes and (ii) at its expense, make any such filing or prepare and furnish to the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Supplemented Prospectus which will supplement or amend the Final Supplemented Prospectus so that, as supplemented or amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Final Supplemented Prospectus is delivered, not misleading or which will effect any other necessary compliance. In case any Underwriter is required to deliver a prospectus in connection with the sale of any Senior Notes after the expiration of the period specified in the preceding sentence, the Company, upon the request of such Underwriter, will furnish to such Underwriter, at the expense of such Underwriter, a reasonable quantity of a supplemented or amended prospectus, or supplements or amendments to the Final Supplemented Prospectus, complying with Section 10(a) of the 1933 Act. During the period specified in the second sentence of this subsection, the Company will advise continue to prepare and file with the Underwriter Commission on a timely basis all documents or amendments required under the 1934 Act and confirm the rules and regulations thereunder; provided, that the Company shall not file such documents or amendments without also furnishing copies thereof prior to such filing to the Underwriters and Dewey Ballantine LLP. (c) The Company will endeavor, ▇▇ ▇▇▇▇▇▇▇▇▇▇▇ with the Underwriters, to qualify the Senior Notes for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriters may designate; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by notice the Company to be unduly burdensome. (d) The Company will make generally available to its security holders as soon as practicable but not later than 45 days after the close of the period covered thereby, an earnings statement of the Company (in writing: (i) when the Registration Statement, as amended, becomes effective, if form complying with the provisions of Rule 430A promulgated 158 of the rules and regulations under the Act will be relied upon, when 1933 Act) covering a twelve-month period beginning n▇▇ ▇▇▇▇▇ than the Prospectus has been filed first day of the Company's fiscal quarter next following the "effective date" (as defined in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii158) of the issuance by the Commission Registration Statement. (e) During a period of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments 15 days from the Commission; and (v) date of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any timethis Agreement, the Company will make every reasonable effort not, without the Underwriters' prior written consent, directly or indirectly, sell, offer to obtain promptly sell, grant any option for the lifting sale of, or otherwise dispose of, any Senior Notes or any security convertible into or exchangeable into or exercisable for the Senior Notes or any debt securities substantially similar to the Senior Notes (except for the Senior Notes issued pursuant to this Agreement). (f) As soon as practicable after the date of this Agreement, and in any event within the time prescribed by Rule 424 under the 1933 Act, to file the Final Supplemented Prospectus with the Commission and to advise the Underwriters of such orderfiling and to confirm such advice in writing. SECTION 4.

Covenants of the Company. The Company covenants and agrees with the Underwriter Underwriters as follows:: ------------------------ (a) The Company shall use its best efforts Company, on or prior to cause the Closing Date, will deliver to the Underwriters conformed copies of the Registration Statement as originally filed and of all amendments thereto, heretofore or hereafter made, including any amendments thereto to become post-effective amendment (in each case including all exhibits filed therewith, and including unsigned copies of each consent and certificate included therein or filed as promptly as practicable and will not at any timean exhibit thereto, whether before or after the effective date of the Registration Statementexcept exhibits incorporated by reference, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) unless specifically requested). As soon as the Company is advised thereof, it will advise the Representatives orally of the issuance of any stop order under the 1933 Act with respect to the Registration Statement, or obtains knowledge the institution of any proceedings therefor, of which the Company shall have received notice, and will use its best efforts to prevent the issuance of any such stop order and to secure the prompt removal thereof, if issued. The Company will deliver to the Representatives sufficient conformed copies of the Registration Statement, the Prospectus and the Final Supplemented Prospectus and of all supplements and amendments thereto (in each case without exhibits) for distribution to the Underwriters and, from time to time, as many copies of the Prospectus and the Final Supplemented Prospectus as the Underwriters may reasonably request for the purposes contemplated by the 1933 Act or the 1934 Act. (b) The Company will furnish the Underwriters with copies of each amendment and supplement to the Final Supplemented Prospectus relating to the offering of the Senior Notes in such quantities as the Underwriters may from time to time reasonably request. If, during the period (not exceeding nine months) when the delivery of a prospectus shall be required by law in connection with the sale of any Senior Notes by an Underwriter, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Underwriters, shall occur, which in the opinion of the Company or of Underwriters' counsel should be set forth in a supplement to or an amendment of the Final Supplemented Prospectus in order to make the Final Supplemented Prospectus not misleading in the light of the circumstances when it is delivered, or if for any other reason it shall be necessary during such period to amend or supplement the Final Supplemented Prospectus or to file under the 1934 Act any document incorporated by reference in the Preliminary Prospectus or Prospectus in order to comply with the 1933 Act or the 1934 Act, the Company forthwith will (i) notify the Underwriters to suspend solicitation of purchases of the Senior Notes and (ii) at its expense, make any such filing or prepare and furnish to the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Supplemented Prospectus which will supplement or amend the Final Supplemented Prospectus so that, as supplemented or amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Final Supplemented Prospectus is delivered, not misleading or which will effect any other necessary compliance. In case any Underwriter is required to deliver a prospectus in connection with the sale of any Senior Notes after the expiration of the period specified in the preceding sentence, the Company, upon the request of such Underwriter, will furnish to such Underwriter, at the expense of such Underwriter, a reasonable quantity of a supplemented or amended prospectus, or supplements or amendments to the Final Supplemented Prospectus, complying with Section 10(a) of the 1933 Act. During the period specified in the second sentence of this subsection, the Company will advise continue to prepare and file with the Underwriter Commission on a timely basis all documents or amendments required under the 1934 Act and confirm the rules and regulations thereunder; provided, that the Company shall not file such documents or amendments without also furnishing copies thereof prior to such filing to the Representatives and Dewey Ballantine LLP. (▇) ▇▇▇ ▇ompany will endeavor, in cooperation with the Underwriters, to qualify the Senior Notes for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Representatives may designate; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by notice the Company to be unduly burdensome. (d) The Company will make generally available to its security holders as soon as practicable but not later than 45 days after the close of the period covered thereby, an earnings statement of the Company (in writing: (i) when the Registration Statement, as amended, becomes effective, if form complying with the provisions of Rule 430A promulgated 158 of the rules and regulations under the Act will be relied upon, when 1933 Act) covering a twelve-month period beginning not later than the Prospectus has been filed first day of the Company's fiscal quarter next following the "effective date" (as defined in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii158) of the issuance Registration Statement. (e) As soon as practicable after the date of this Agreement, and in any event within the time prescribed by Rule 424 under the 1933 Act, to file the Final Supplemented Prospectus with the Commission and to advise the Representatives of any stop order or such filing and to confirm such advice in writing. (f) During a period of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments 15 days from the Commission; and (v) date of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any timethis Agreement, the Company will make every reasonable effort not, without the Representatives' prior written consent, directly or indirectly, sell, offer to obtain promptly sell, grant any option for the lifting sale of, or otherwise dispose of, any Senior Notes or any security convertible into or exchangeable into or exercisable for the Senior Notes or any debt securities substantially similar to the Senior Notes (except for the Senior Notes issued pursuant to this Agreement and the Series H 5.25% Senior Notes due July 15, 2033). The Representatives agree that commercial paper or other debt securities with scheduled maturities of such orderless than one year are not subject to this Section 3(f).

Covenants of the Company. (a) The Company covenants and agrees with the Underwriter as follows: (ai) The Company shall will use its best efforts to cause the Registration Statement Statement, if not effective at the time of execution of this Agreement, and any amendments thereto thereto, to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to possible. The Company shall prepare the Prospectus or in a form reasonably approved by the Representative and file any document such Prospectus pursuant to Rule 424(b) under the Exchange Act: (i) before termination Securities Act not later than the Commission’s close of business on the offering second business day following the execution and delivery of the Securities this Agreement, or, if applicable, such earlier time as may be required by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or Rules. (ii) to which the Underwriter The Company shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will promptly advise the Underwriter and confirm by notice Representative in writing: writing (iA) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; shall have become effective or any supplement to the Prospectus shall have been filed, (iiB) of any request by the Commission for any amendment of the Registration Statement or the Prospectus or for any additional information, (C) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, preliminary prospectus or the institution or threatening of any proceeding for that purpose; purpose and (iiiD) of the issuance receipt by any state securities commission the Company of any proceedings for notification with respect to the suspension of the qualification of the Securities Shares for offering or sale in any jurisdiction or of the initiation, initiation or the threatening, threatening of any proceeding for that such purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for . The Company shall not file any amendment to of the Registration Statement or any amendment or supplement to the Prospectus or any document incorporated by reference in the Registration Statement unless the Company has furnished the Representative a copy for additional informationits review prior to filing and shall not file any such proposed amendment or supplement to which the Representative reasonably objects. The Company shall use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (iii) If, at any time when a prospectus relating to the Shares is required to be delivered under the Securities Act and the Rules, any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply with the Securities Act or the Rules, the Company promptly shall prepare and file with the Commission, subject to the second sentence of paragraph (ii) of this Section 5(a), an amendment or supplement which shall correct such statement or omission or an amendment which shall effect such compliance. (iv) The Company shall furnish to the Representative and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including all exhibits thereto and amendments thereof) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and all amendments thereof and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Securities Act or the Rules, as many copies of any preliminary prospectus and the Prospectus and any amendments thereof and supplements thereto as the Representative or such other Underwriter may reasonably request. If applicable, the copies of the Registration Statement and Prospectus and each amendment and supplement thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to E▇▇▇▇, except to the extent permitted by Regulation S-T. (v) The Company shall cooperate with the Representative and counsel for the Underwriters in endeavoring to qualify the Shares for offer and sale in connection with the offering under the laws of such jurisdictions as the Representative may reasonably designate and shall maintain such qualifications in effect so long as required for the distribution of the Shares; provided, however, that the Company shall not be required in connection therewith, or as a condition thereof, to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or subject itself to taxation as doing business in any jurisdiction. (vi) The Company, during the period when the Prospectus is required to be delivered under the Securities Act and the Rules or the Exchange Act, will file all reports and other documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the regulations promulgated thereunder. (vii) Without the prior written consent of CIBC World Markets Corp., for a period of 90 days after the date of this Agreement (the “Lock-Up Period”), the Company shall not issue, sell or register with the Commission (other than on Form S-8 or on any successor form), or otherwise dispose of, directly or indirectly, any equity securities of the Company (or any state securities commission convertible into, exercisable for or regulatory authority exchangeable for equity securities of the Company), except for the issuance of the Shares pursuant to the Registration Statement and the issuance of shares pursuant to the Company’s existing stock option plan or bonus plan as described in the Registration Statement and the Prospectus or the issuance of the Company’s 6% senior subordinated convertible notes (and shares of underlying Common Stock) issuable to IGT. In the event that during this period, (A) any shares are issued pursuant to the Company’s existing stock option plan or bonus plan that are exercisable during such 90-day period or (B) any registration is effected on Form S-8 or on any successor form relating to shares that are exercisable during such 90-day period, the Company shall enter obtain the written agreement of such grantee or purchaser or holder of such registered securities that, for a stop order period of 90 days after the date of this Agreement, such person will not, without the prior written consent of CIBC World Markets Corp., offer for sale, sell, distribute, grant any option for the sale of, or suspend otherwise dispose of, directly or indirectly, or exercise any registration rights with respect to, any shares of Common Stock (or any securities convertible into, exercisable for, or exchangeable for any shares of Common Stock) owned by such qualification at person. Notwithstanding the foregoing, if (1) during the last 17 days of the initial Lock-Up Period, the Company releases earnings or results or material news or a material event relating to the Company occurs or (2) prior to the expiration of the initial Lock-Up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the initial Lock-Up Period, then in each case the Lock-Up Period will be extended until the expiration of the 18-day period beginning on the date of release of the earnings results or the occurrence of the material news or material event, as applicable, provided, however, that this sentence shall not apply if the research published or distributed on the Company is compliant under Rule 139 of the Securities Act and the Company’s securities are actively traded as defined in Rule 101(c)(1) of Regulation M of the Exchange Act. The Company will provide the Representative with notice of any timeevent described in clauses (1) and (2) of the preceding sentence that gives rise to an extension of the Lock-Up Period. (viii) On or before completion of this offering, the Company shall make all filings required under applicable securities laws and by the Nasdaq National Market (including any required registration under the Exchange Act). (ix) Prior to the Closing Date, the Company will make every issue no press release or other communications directly or indirectly and hold no press conference with respect to the Company, the condition, financial or otherwise, or the earnings, business affairs or business prospects of any of them, or the offering of the Shares without the prior written consent of the Representative unless in the judgment of the Company and its counsel, and after notification to the Representative, such press release or communication is required by law. (x) The Company will apply the net proceeds from the offering of the Shares in the manner set forth under “Use of Proceeds” in the Prospectus. (b) The Company agrees to pay, or reimburse if paid by the Representative, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, all costs and expenses incident to the performance of the obligations of the Company under this Agreement including those relating to: (i) the preparation, printing, filing and distribution of the Registration Statement including all exhibits thereto, each Preliminary Prospectus, the Prospectus, the Canadian wrap, all amendments and supplements to the Registration Statement and the Prospectus and any document incorporated by reference therein, and the printing, filing and distribution of this Agreement; (ii) the preparation and delivery of certificates for the Shares to the Underwriters; (iii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of the various jurisdictions referred to in Section 5(a)(vi), including the reasonable effort fees and disbursements of counsel for the Underwriters (not to obtain promptly exceed $15,000) in connection with such registration and qualification and the lifting preparation, printing, distribution and shipment of preliminary and supplementary Blue Sky memoranda; (iv) the furnishing (including costs of shipping and mailing) to the Underwriters of copies of each preliminary prospectus, the Prospectus and all amendments or supplements to the Prospectus, and of the several documents required by this Section to be so furnished, as may be reasonably requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; (v) the costs and expenses of the Company relating to any “road show” undertaken in connection with the marketing of the offering of the Shares, including without limitation, requests of the Company in connection with the travel and lodging expenses of officers of the Company, and the cost of any aircraft chartered in connection with the road show with the prior approval of the Company; (vi) the filing fees of the NASD in connection with its review of the terms of the public offering and reasonable fees and disbursements of counsel for the Underwriters in connection with such order.review;

Covenants of the Company. The In further consideration of the agreements of the Underwriters contained in this Agreement, the Company covenants and agrees with the each Underwriter as follows: (a) The Company shall use its best efforts To prepare the Prospectus in a form approved by you and to cause file such Prospectus pursuant to Rule 424(b) under the Registration Statement and any amendments thereto to become effective as promptly as practicable and will Act not at any time, whether before or after later than the effective Commission’s close of business on the second business day following the date of this Agreement; to make no further amendment or any supplement to the Registration Statement, file the Basic Prospectus or the Prospectus prior to the Closing Date which shall be disapproved by you promptly after reasonable notice thereof; to advise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomes effective or any amendment or supplement to the Prospectus or has been filed and to furnish you with copies thereof; to prepare final term sheets, containing solely a description of the Securities, in a form approved by you and to file any document such term sheets pursuant to Rule 433(d) under the Exchange Act: (i) before termination of Act within the offering of the Securities time required by such Rule; to file promptly all other material required to be filed by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance Company with the Commission pursuant to Rule 433(d) under the Act; to file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act or subsequent to the Rules date of the Prospectus and Regulations. (b) As soon for so long as the Company is advised delivery of a prospectus (or obtains knowledge in lieu thereof, the Company will advise the Underwriter and confirm by notice referred to in writing: (iRule 173(a) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied uponAct) is required in connection with the offering or sale of the Securities; to advise you, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the any Preliminary Prospectus or other prospectus in respect of the ProspectusSecurities, of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment or supplement theretothereto pursuant to Rule 401(g)(2) under the Act, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or jurisdiction, of the initiation, initiation or the threatening, threatening of any proceeding for that any such purpose; (iv) of the receipt of any comments from the Commission; and (v) , or of any request by the Commission for any amendment to the amending or supplementing of the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If ; and, in the Commission or event of the issuance of any state securities commission or regulatory authority shall enter a stop order or suspend of any order preventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such qualification qualification, to promptly use its commercially reasonable efforts to obtain the withdrawal of such order; and in the event of any such issuance of a notice of objection, promptly to take such steps including, without limitation, amending the Registration Statement or filing a new registration statement, at its own expense, as may be necessary to permit offers and sales of the Securities by the Underwriters (references herein to the Registration Statement shall include any timesuch amendment or new registration statement). (b) If required by Rule 430B(h) under the Act, to prepare a form of prospectus in a form approved by you and to file such form of prospectus pursuant to Rule 424(b) under the Act not later than may be required by Rule 424(b) under the Act; and to make no further amendment or supplement to such form of prospectus which shall be disapproved by you promptly after reasonable notice thereof. (c) If by the third anniversary (the “Renewal Deadline”) of the initial effective date of the Registration Statement, any of the Securities remain unsold by the Underwriters, the Company will file, if it has not already done so and is eligible to do so, a new automatic shelf registration statement relating to the Securities, in a form reasonably satisfactory to you. If at the Renewal Deadline the Company is no longer eligible to file an automatic shelf registration statement, the Company will, if it has not already done so, file a new shelf registration statement relating to the Securities, in a form reasonably satisfactory to you and will use its commercially reasonable efforts to cause such registration statement to become effective within 180 days after the Renewal Deadline. The Company will take all other action reasonably necessary or appropriate to permit the public offering and sale of the Securities to continue as contemplated in the expired registration statement relating to the Securities. References herein to the Registration Statement shall include such new automatic shelf registration statement or such new shelf registration statement, as the case may be. (d) As soon as practicable following the date of this Agreement and from time to time, to furnish the Underwriters with written and electronic copies of the Prospectus in New York City in such quantities as you may reasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at any time prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Securities and if at such time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary in order to make every reasonable effort the statements therein, in the light of the circumstances under which they were made when such Prospectus (or in lieu thereof, the notice referred to obtain promptly in Rule 173(a) under the lifting Act) is delivered, not misleading, or, if for any other reason it shall be necessary during such same period to amend or supplement the Prospectus or to file under the Exchange Act any document incorporated by reference in the Prospectus in order to comply with the Act, the Exchange Act or the Trust Indenture Act, to notify you and upon your request to file such document and to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written and electronic copies as you may from time to time reasonably request of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and in case any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection with sales of any of the Securities at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of such orderUnderwriter, to prepare and deliver to such Underwriter as many written and electronic copies as you may request of an amended or supplemented Prospectus complying with Section 10(a)(3) of the Act. (e) To make generally available to its securityholders as soon as practicable, but in any event not later than sixteen months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company and its subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder (including, at the option of the Company, Rule 158). (f) To pay the required Commission filing fees relating to the Securities within the time required by Rule 456(b)(1) under the Act without regard to the proviso therein and otherwise in accordance with Rules 456(b) and 457(r) under the Act. (g) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request provided, however, that the Company shall not be required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Section 7(g), (ii) file any general consent to service of process, (iii) subject itself to taxation in any such jurisdiction if it is not so subject or (iv) make any changes to its certificate of incorporation or bylaws. (h) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses of the Company’s counsel and the Company’s accountants in connection with the registration of the Securities and all other fees or expenses of the Company in connection with the preparation, printing, production and filing of the Registration Statement, the Basic Prospectus, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus and any amendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) all costs and expenses related to the preparation, issuance and delivery of the Securities to the Underwriters, including any transfer or other similar taxes payable thereon; (iii) all expenses in connection with the qualification of the Securities for offer and sale under state securities laws as provided in Section 7(g) hereof, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the preparation of any Blue Sky or legal investment memorandum; (iv) any fees charged by rating agencies for the rating of the Securities; (v) any filing fees incident to, and any fees and disbursements of counsel for the Underwriters in connection with, any required review by the Financial Industry Regulatory Authority of the terms of the sale of the Securities; (vi) the costs and charges of the Trustee; and (vii) all other cost and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise made in this Section. It is understood, however, that except as provided in clauses (iii) and (v) of this Section 7(h), and the last paragraph of Section 10, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their counsel, transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any offers they may make.

Covenants of the Company. The Company covenants and agrees with the Underwriter as follows: (a) The Company shall use its best efforts to cause will (i) prepare and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A and any amendments thereto to become effective as promptly as practicable and will (ii) not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter you shall not previously have been advised and furnished with a copy; copy or (ii) to which the Underwriter you shall have objected; reasonably objected in writing or (iii) which is not in compliance with the Act, the Exchange Securities Act or the Rules rules and Regulationsregulations of the Commission. (b) As soon as the Company is advised or obtains knowledge thereof, the The Company will advise promptly notify each Underwriter in the Underwriter and confirm by notice in writing: event of (i) when the Registration Statement, as amended, becomes effective, if request by the provisions Commission for amendment of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; or for supplement to the Prospectus or for any additional information, (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the ProspectusStatement, or any amendment or supplement thereto, or (iii) the institution or notice of intended institution of any action or proceeding for that purpose; , (iiiiv) of the issuance receipt by any state securities commission the Company of any proceedings for notification with respect to the suspension of the qualification of the Securities shares for offering or sale in any jurisdiction jurisdiction, or (v) the receipt by it of notice of the initiation, initiation or the threatening, threatening of any proceeding for that such purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any time, the The Company will make every reasonable effort to obtain promptly prevent the lifting issuance of such ordera stop order and, if such an order shall at any time be issued, to obtain the withdrawal thereof at the earliest possible moment. (c) The Company will (i) on or before the Closing Date, deliver to you a signed copy of the Registration Statement as originally filed and of each amendment thereto filed prior to the time the Registration Statement becomes effective and, promptly upon the filing thereof, a signed copy of each post- effective amendment, if any, to the Registration Statement (together with, in each case, all exhibits thereto unless previously furnished to you) and will also deliver to you, for distribution to the Underwriters, a sufficient number of additional conformed copies of each of the foregoing (but without exhibits) so that one copy of each may be distributed to each Underwriter, (ii) as promptly as possible deliver to you and send to the several Underwriters, at such office or offices as you may designate, as many copies of the Prospectus as you may reasonably request, and (iii) thereafter from time to time during the period in which a prospectus is required by law to be delivered by an Underwriter or dealer, likewise send to the Underwriters as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended prospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act. (d) If at any time during the period in which a prospectus is required by law to be delivered by an Underwriter or dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or of counsel for the Underwriters, to supplement or amend the

Covenants of the Company. The In addition to the covenants of the Company set out in the other sections of this Agreement, the Company hereby covenants to and agrees for the benefit of the Agents and the Purchasers, and acknowledges that each of them is relying on such covenants in connection with the Underwriter as followspurchase of the Special Warrants, that: (a) The the Company shall will comply, in all material respects, with its obligations under Applicable Laws; (b) the Company will duly execute and deliver the Special Warrant Indenture on or before the Closing Date in form and substance satisfactory to the Agents and their counsel, acting reasonably, and the Company will comply with its covenants contained in the Special Warrant Indenture; (c) the Company will duly execute and deliver the Warrant Indenture on or before the Closing Date in form and substance satisfactory to the Agents and their counsel, acting reasonably, and the Company will comply with its covenants contained in the Warrant Indenture; (d) the Company will duly execute the Subscription Agreements which have been duly completed by the Purchasers subject to the terms thereof, and duly and punctually perform all the obligations to be performed by it under this Agreement and the Subscription Agreements; (e) not, directly or indirectly, without the prior written consent of the Lead Agent (such consent not to be unreasonably withheld or delayed) issue, offer, sell, contract to sell, secure, pledge, grant any option, right or warrant to purchase or otherwise lend, transfer or dispose of, or agree to do any of the foregoing, or announce any intention to do any of the foregoing, in respect of any equity securities of the Company or any securities convertible into, or exchangeable or exercisable for, equity securities of the Company for a period commencing on the Closing Date and ending 90 days from the Closing Date, except in conjunction with (i) the grant or exercise of stock options and other similar issuances pursuant to the existing stock option plan of the Company and other share compensation arrangements in place prior to the Closing Date; (ii) warrants or other convertible securities outstanding prior to the Closing Date; (iii) obligations in respect of existing agreements entered into by the Company prior to the Closing Date; (iv) securities issued pursuant to the Non- Brokered Private Placement; (v) pursuant to the Special Warrants, the Agent Warrants, the CF Fee Units and the Underlying Securities; and (iv) securities issued pursuant to the fiscal advisory agreement dated the Closing Date entered into between the Lead Agent and the Company (f) the Company will fulfil or cause to be fulfilled, at or prior to the Closing Date, each of the conditions required to be fulfilled by it set out in Section 10 hereof that are within its control (unless waived by the Agents); (g) the Company will use its best commercially reasonable efforts to cause the Registration Statement Unit Shares, Warrant Shares, Agent Shares, Agent Unit Warrant Shares, CF Fee Shares, and CF Fee Warrant Shares to be listed and posted for trading on the CSE from and after the Automatic Exercise Date; (h) the Company will file with the Securities Commissions and the CSE all forms, notices and certificates required to be filed by the Company pursuant to the Securities Laws in the time required by the Securities Laws, including, for greater certainty, Form 45-106F1 of NI 45-106 and any amendments thereto other forms, notices and certificates set forth in the opinions delivered to become effective the Agents pursuant to the closing conditions set forth in Section 10 hereof, as promptly are required to be filed by the Company; (i) the Company will ensure that, at all times prior to the Automatic Exercise Date, a sufficient number of Common Shares are duly and validly allotted and reserved for issuance upon the due exercise of the Special Warrants, Warrants, Agent Warrants, Agent Unit Warrants and CF Fee Warrants (including with respect to the Penalty Units, if applicable), and the Company will ensure that such Unit Shares, Warrant Shares, Agent Shares, Agent Unit Warrant Shares, CF Fee Shares and CF Fee Warrant Shares, upon issuance, will be duly issued as practicable fully paid and non-assessable Common Shares and will not at have the attributes corresponding in all material respects to the description thereof set forth in this Agreement and the Subscription Agreements; (j) the Company will fulfil all legal requirements to permit the creation, issuance, offering and sale of the Special Warrants and the Underlying Securities, all as contemplated in this Agreement and file or cause to be filed all documents, applications, forms or undertakings required to be filed by the Company and take or cause to be taken all action required to be taken by the Company in connection with the purchase and sale of the Special Warrants and the issuance of the Underlying Securities, so that the distribution of the Qualified Securities may lawfully occur without the necessity of filing a registration statement in the United States or similar document in any time, whether before or after other jurisdiction; (k) the effective Company shall use the net proceeds from the sale of the Special Warrants to fund working capital and general corporate purposes; (l) the Company will until the date of the Registration Statementcompletion of the distribution of the Qualified Securities, file use commercially reasonable efforts to ensure the Preliminary Prospectus and Final Prospectus comply at all times with the Securities Laws in the Qualifying Jurisdictions; (m) the Company will during the period from the date hereof until the date of the completion of the distribution of the Qualified Securities, promptly inform the Agents of the full particulars of any amendment request of any Securities Commissions for any information, or the receipt by the Company of any communication from any Securities Commissions or any other competent authority relating to the Registration Statement Company or supplement which may be relevant to the Prospectus or file any document under the Exchange Act: (i) before termination distribution of the offering Qualified Securities; (n) the Company will comply with each of the Securities by covenants of the Underwriter which Company set out in the Underwriter shall not previously have been advised and furnished with a copy; or Subscription Agreements; (iio) at all times prior to which the Underwriter shall have objected; or (iii) which is not completion of the distribution of the Qualified Securities, the Company will continue to operate its business in compliance with Applicable Laws and in the Actordinary course; (p) the Company will forthwith notify the Agents of any breach of any covenant of this Agreement or any Ancillary Document by any party thereto, or upon it becoming aware that any representation or warranty of the Company contained in this Agreement or any Ancillary Document is or becomes untrue or inaccurate in any material respect; (q) the Company will use its commercially reasonable efforts to make the Special Warrants, the Exchange Act or Qualified Securities, the Rules Unit Shares, the Warrants, and Regulations.the Warrant Shares issued to holders resident in Canada eligible for deposit in CDS; (br) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Underwriter Agents, promptly after receiving notice thereof, of the time when the Preliminary Prospectus, the Final Prospectus and confirm by any Supplementary Material have been filed and receipts therefor have been obtained pursuant to NP 11-202 and will provide evidence reasonably satisfactory to the Agents of each such filing and copies of such receipts; (s) the Company will advise the Agents, promptly after receiving notice in writing: or obtaining knowledge thereof, of: (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) of the issuance by the any Securities Commission of any stop order suspending or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus, the Final Prospectus or any Supplementary Material; (ii) the Prospectusinstitution, threatening or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, contemplation of any proceeding for that purposeany such purposes; (iii) any order, ruling, or determination having the effect of suspending the sale or ceasing the trading in any securities of the Company (including the Special Warrants or the Underlying Securities) having been issued by any Securities Commissions or the institution, threatening or contemplation of any proceeding for any such purposes; or (iv) any requests made by any Securities Commissions to amend or supplement the Preliminary Prospectus or the Final Prospectus or to provide additional information, and will use its commercially reasonable efforts to prevent the issuance of any order referred to in Section 4(s)(i) above and, if any such order is issued, to obtain the withdrawal thereof as quickly as possible; (t) the Company will, except to the extent the Company participates in a merger or business combination transaction which is in the best interest of the receipt Company and following which the Company is not a “reporting issuer”, use its commercially reasonable efforts to maintain its status as a “reporting issuer” (or the equivalent thereof) not in default of any comments from the Commissionrequirements of the Securities Laws of each of the Canadian jurisdictions in which it is currently a reporting issuer, which have such a concept to the date which is 36 months following the Closing Date; and (u) the Company will, except to the extent the Company participates in a merger or business combination transaction which is in the best interest of the Company and following which the Company is not listed on the CSE, use its commercially reasonable efforts to maintain the listing of the Common Shares on the CSE or such other recognized stock exchange or quotation system to the date that is 36 months following the Closing Date. In addition to the covenants of the Company set out in the other sections of this Agreement, the Company hereby further covenants to and for the benefit of the Agents and the Purchasers, and acknowledges that each of them is relying on such covenants in connection with the purchase of the Special Warrants, that following the Closing: (v) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort allow the Agents to obtain promptly participate in the lifting preparation of the Preliminary Prospectus, the Final Prospectus and any Supplementary Material that the Company is required to file under the Securities Laws in Canada relating to the Offering; (w) the Company will deliver to the Agents, without charge, contemporaneously with, or prior to the filing of, the Final Prospectus, unless otherwise indicated: (i) a copy of any document filed with, or delivered to, the Securities Commissions by the Company under the Securities Laws in the Qualifying Jurisdictions with the Final Prospectus; (ii) a certificate dated the date of the Final Prospectus, addressed to the Agents and signed by the Chief Executive Officer and Chief Financial Officer of the Company, certifying for and on behalf of the Company, and not in their personal capacities, after having made due inquiries, with respect to the following matters: (A) the Company having complied with all of the covenants and satisfied all of the terms and conditions of this Agreement on its part to be complied with and satisfied at or prior to the date of the Final Prospectus; (B) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Company or prohibiting the issue of the Special Warrants or the Underlying Securities or any of the Company’s issued securities having been issued and no proceeding for such purpose being pending or, to the knowledge of such orderofficers, threatened; (C) the representations and warranties of the Company contained in this Agreement and in any certificates of Company delivered pursuant to or in connection with this Agreement being true and correct as at the date of the Final Prospectus, with the same force and effect as if made on and as at the date of the Final Prospectus, after giving effect to the transactions contemplated by this Agreement; and (D) since the Closing Time there having been no material adverse change, financial or otherwise, in the assets, liabilities (contingent or otherwise), capital, business or results of operations of the Company; and (x) the Company will, until the earlier of the Qualification Date and the Automatic Exercise Date, deliver to the Agents copies of all correspondence and other written communications between the Company and any Securities Commission or other Governmental Authority relating to the Offering and will generally keep the Agents apprised of the status of, including all developments relating to, the Offering.

Covenants of the Company. The Company covenants and agrees with the Underwriter as followsManager: (a) The Company shall use its best efforts From the time solicitation regarding sale of the Shares is begun until all of the Shares have been sold, to cause advise the Manager promptly of any proposal to amend or supplement the Registration Statement or the Prospectus relating to the Shares by means of a post-effective amendment, sticker, or supplement (including a prospectus filed pursuant to Rule 424(b) of the Regulations under the Act that differs from the Prospectus relating to the Shares first filed pursuant to such Rule 424(b) but excepting post-effective amendments, supplements, and stickers relating solely to (1) pricing, if any, (2) incorporation of document(s) by reference into the Registration Statement or the Prospectus relating to the Shares or (3) the filing of other distribution agreements entered into by the Company); to afford the Manager a reasonable opportunity to comment on any such proposed post-effective amendment, sticker or supplement; to advise the Manager of the filing with the Commission of any such post-effective amendment, sticker or supplement unless a copy thereof has been submitted to the Manager a reasonable period of time before the filing; and to file all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares and to advise the Manager of any such filing; (b) To promptly advise the Manager of any request by the Commission for amendments thereto or supplements to become effective the Registration Statement or 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 lifting or removal of such order as promptly soon as possible; (c) To make available to the Manager, as soon as practicable after the Registration Statement becomes effective, and will not at thereafter from time to time to furnish to the Manager, copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any time, whether before amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Manager may reasonably request for the purposes contemplated by the Act, which Prospectus and any amendments or supplements thereto furnished to the Manager will be materially identical to the version created to be transmitted to the Commission for filing via ▇▇▇▇▇, except to the extent permitted by Regulation S-T; and for so long as this agreement is in effect, the Company will prepare and file promptly such amendment or amendments to the Registration Statement and the Prospectus as may be necessary to comply with the requirements of Section 10(a)(3) of the Act; the Company shall be deemed to have complied with this Section 6(c) upon filing of all documents required under this Section with the Commission via ▇▇▇▇▇, provided the Company shall furnish the Manager with a copy of all documents required under this Section not previously furnished prior to filing such documents with the Commission and provided further that the Company shall promptly notify the Manager of (x) any such filing that is not timely made with the Commission and (y) any filing by the Company of a Form 12b-25; (d) To promptly notify the Manager to suspend the offering of Shares upon the happening of any event known to the Company within the time during which a Prospectus relating to the Shares is required to be delivered under the Act which, in the judgment of the Company, would require the making of any change in the Prospectus then being used, or in the information incorporated therein by reference, so that the Prospectus would not include 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, during such time, to prepare and furnish, at the Company's expense, to the Manager promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change and, to the extent it relates solely to the Shares, to furnish the Manager with a copy of such proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly to furnish at the Company's own expense to the Manager, copies in such quantities and at such locations as the Manager may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended or file any document under the Exchange Act: supplemented will (i) before termination of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; reflect such change, or (ii) to which not, in the Underwriter shall have objected; light of the circumstances when it is so delivered, be misleading, or (iii) which comply with applicable securities laws; the Company shall be deemed to have complied with this Section 4(d) upon filing of all documents required under this Section with the Commission via ▇▇▇▇▇, provided the Company shall furnish the Manager with a copy of all documents required under this Section not previously furnished prior to filing such documents with the Commission and provided further that the Company shall promptly notify the Manager of (x) any such filing that is not in compliance timely made with the Act, Commission and (y) any filing by the Exchange Act or the Rules and Regulations.Company of a Form 12b-25; (be) As soon To furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such states as the Company is advised or obtains knowledge thereof, Manager may reasonably designate and to maintain such qualifications in effect so long as required for the distribution of the Shares; provided that the Company will shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such state (except service of process with respect to the offering and sale of the Shares); and to promptly advise the Underwriter and confirm by notice in writing: (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) Manager of the issuance receipt by the Commission Company of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for notification with respect to the suspension of the qualification of the Securities Shares for offering or sale in any jurisdiction or of the initiation, initiation or the threatening, threatening in writing of any proceeding for such purpose; (f) To furnish to the Manager any of the following items that purposeare not filed with the Commission via ▇▇▇▇▇: (i) copies of any reports or other communications which the Company shall send directly to its stockholders (except with respect to information on the Company's website), and (ii) copies of any financial statements or reports filed with any national securities exchange on which any class of securities of the Company is listed, in each case as soon as such reports, communications, documents or information becomes available; provided that the Company shall promptly notify the Manager of (x) any required filing that is not timely made with the Commission and (y) any filing by the Company of a Form 12b-25; (g) To make generally available to its security holders, and to deliver to the Manager, an earnings statement of the Company (which will satisfy the provisions of Section 11(a) and Rule 158 of the Act) covering a period of twelve months beginning after the end of the fiscal quarter of the Company in which occurred 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; (h) Whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, to pay all of its expenses incident to the performance of its obligations hereunder, including, but not limited to, such costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, the Prospectus, each Prospectus Supplement, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Manager (including costs of mailing and shipment), (ii) the registration, issue, sale and delivery of the Shares, (iii) any power of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Manager (including costs of mailing and shipment), (iv) the qualification of the receipt Shares for offering and sale under state laws and the determination of their eligibility for investment under state law as aforesaid (including the reasonable legal fees and filing fees and other disbursements of counsel for the Manager) and the printing and furnishing of copies of any comments from blue sky surveys to the Commission; and Manager, (v) the listing of the Shares on the NYSE and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Shares by the NASD (including the reasonable legal fees and other reasonable disbursements of counsel for the Manager in connection with any such filing) and (vii) the reasonable fees and disbursements of the Company's counsel and accountants. The Manager will pay its own out-of-pocket costs and expenses incurred in connection with entering into this Agreement and the transactions contemplated by this Agreement, including, without limitation, travel, reproduction, printing and similar expenses as well as the fees and disbursements of its legal counsel; (i) To apply the net proceeds from the sale of the Shares in the manner set forth in the Prospectus; (j) Not to sell, offer or agree to sell, contract to sell, grant any option to sell or otherwise dispose of, directly or indirectly, any shares of 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 permit the registration under the Act of any request by shares of Common Stock, except for (i) the registration of the Shares and the sales through the Manager pursuant to this Agreement or to the Manager pursuant to any Terms Agreement, (ii) sales of shares through any dividend reinvestment and stock purchase plan of the Company, (iii) shares and/or options granted pursuant to employee benefit plans and shares of Common Stock issuable upon the exercise of such outstanding options during the period from the date of this Agreement through the final Filing Date for the sale of Shares pursuant to Section 3(a) of this Agreement, (iv) issuances of shares in privately negotiated transactions exempt from registration pursuant to Section 3(a)(9) of the Act, (v) issuances and sales of shares in private transactions exempt from registration under the Act, (vi) issuances of shares to a trust or trusts for the benefit of certain of the labor unions covering the Company's employees, (vii) issuances of shares pursuant to Section 3(a)(10) of the Act, and (vii) the exercise or conversion of any security which can be converted for Common Stock, without giving the Manager at least three business days' prior notice as provided in Section 3(a)(ii) requiring the Manager to suspend activity under this program; (k) Prior to commencement of the offering of Shares under this Agreement, to ensure that the Shares will be authorized for listing, subject to official notice of issuance, on the NYSE; (l) Upon commencement of the offering of Shares under this Agreement, and each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than (A) a Prospectus Supplement filed pursuant to Rule 424(b) under the Act pursuant to Section 3(a)(vii) of this Agreement or (B) the Registration Statement or Prospectus is amended or supplemented in order to describe an offering of securities other than the Shares), (ii) there is filed with the Commission for any amendment document incorporated by reference into the Prospectus (other than a Current Report on Form 8-K, unless the Manager shall otherwise reasonably request), or (iii) Shares are delivered to the Manager pursuant to a Terms Agreement, to furnish or cause to be furnished to the Manager forthwith a certificate dated and delivered the date of effectiveness of such amendment, the date of filing with the Commission of such supplement or other document, or the Time of Delivery, as the case may be, in form satisfactory to the Manager to the effect that the statements contained in the certificate referred to in Section 5(e) of this Agreement which were last furnished to the Manager are true and correct at the time of such amendment, supplement, filing, or delivery, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement or any amendment or supplement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(e), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; (m) Upon commencement of the offering of Shares under this Agreement, and each time that (i) the Registration Statement or for additional information. If the Prospectus is amended or supplemented (other than (A) a Prospectus Supplement filed pursuant to Rule 424(b) under the Act pursuant to Section 3(a)(vii) of this Agreement or (B) the Registration Statement or Prospectus is amended or supplemented in order to describe an offering of securities other than the Shares), or (ii) Shares are delivered to the Manager pursuant to a Terms Agreement, to furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of Cravath, Swaine & ▇▇▇▇▇ LLP, counsel to the Company ("Company Counsel"), or other counsel satisfactory to the Manager, dated and delivered the date of effectiveness of such amendment, the date of filing with the Commission of such supplement or other document, or the Time of Delivery, as the case may be, in form and substance satisfactory to the Manager, of the same tenor as the opinions set forth in Annex II of this Agreement, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion; (n) Upon commencement of the offering of Shares under this Agreement, and each time that (i) the Registration Statement or the Prospectus is amended or supplemented (other than (A) a Prospectus Supplement filed pursuant to Rule 424(b) under the Act pursuant to Section 3(a)(vii) of this Agreement or (B) the Registration Statement or Prospectus is amended or supplemented in order to describe an offering of securities other than the Shares), (ii) there is filed with the Commission any state securities commission document incorporated by reference into the Prospectus (other than a Current Report on Form 8-K, unless the Manager shall otherwise reasonably request), or regulatory authority shall enter (iii) Shares are delivered to the Manager pursuant to a stop order Terms Agreement, to furnish or suspend cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, general counsel to the Company ("General Counsel"), dated and delivered the date of effectiveness of such qualification at any timeamendment, the Company will make every reasonable effort to obtain promptly date of filing with the lifting Commission of such order.supplement or other document, or Time of Delivery, as the case may be, in form and substance satisfactory to the Manager, of the same tenor as the opinions set forth in Annex III of this Agreement (and, to the extent required in Section 5(f) of this Agreement, as set in forth in Annex II of this Agreement), but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion; (o) Upon commencement of the offering of Shares under this Agreement, and each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented to include additional amended financial information, (ii) Shares are delivered to the Manager pursuant to a Terms Agreement, or (iii) the Company shall file an annual report on Form 10-K, to cause the Accountants, or other independent accountants reasonably satisfactory to the

Covenants of the Company. The Company further covenants and agrees with the Underwriter as followsyou that: (a) The Company shall will use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statementdate, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter you shall not previously have been advised and furnished with a copy; copy or (ii) to which the Underwriter you shall have objected; reasonably objected in writing or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and RegulationsRegulations of the Commission thereunder. (b) As soon as the Company is advised or obtains knowledge thereof, the The Company will advise the Underwriter notify you immediately and confirm by notice in writing: writing (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A Statement and when any post-effective amendment to the Registration Statement thereto becomes effective; , (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of any Preliminary Prospectus or of the Prospectus or of the initiation of any proceedings for such purposes, and (iii) of the receipt of any comments (in writing or orally) from the Commission in respect of the Registration Statement or requesting the amendment, post-effective amendment or supplementation of the Registration Statement or Prospectus or for additional information. If the Commission shall enter a stop order or any order preventing or suspending the use of the any Preliminary Prospectus or of the ProspectusProspectus at any time, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of shall initiate any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any timepurposes, the Company will make every reasonable effort to obtain promptly prevent the lifting issuance of such order and, if issued, to obtain the withdrawal thereof. The Company will provide you with copies of all written communications received by it from the Commission and any other regulatory agency with respect to the Registration Statement, and every amendment and post-effective amendment thereto and copies of all replies thereto by the Company, its counsel and its accountants. (c) Within the time during which a prospectus relating to the Units (or the exercise of any Warrants) is required to be delivered under the Act, the Company will comply so far as it is able with all requirements imposed upon it by the Act, as now and hereafter amended, and by the Rules and Regulations of the Commission thereunder, from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Units (or the shares of stock to be acquired upon the exercise of the Warrants) as contemplated by the provisions hereof and the Prospectus; and if during such period any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Prospectus to comply with the Act, the Company will promptly notify you and will amend or supplement the Prospectus (in form reasonably satisfactory to your counsel and at the expense of the Company) so as to correct such statement or omission or effect such compliance. (d) The Company will cooperate with you and will take all necessary action, and furnish to whomever you may direct such proper information, as may be lawfully required in qualifying the Units for offering and sale under the Units or blue sky laws of such states as you may designate, and in continuing such qualifications in effect so long as required for the distribution of Units by you; provided that the Company shall not be obligated to qualify as a foreign corporation to do business under the laws of any such state, consent to general service of process in such state or otherwise to submit to any requirements which it reasonably deems unduly burdensome. (e) The Company will pay any and all fees, taxes and expenses incident to the performance of its obligations under this Underwriting Agreement, including expenses and taxes incident to the issuance and delivery to you of the Units and Additional Units, if any, to be sold to the Underwriters pursuant to Section 3 hereof; all fees and disbursements of counsel and accountants for the Company; expenses and filing fees incident to the preparation, printing, delivery, shipment and filing with the Commission, the National Association of Securities Dealers, Inc., and state blue sky authorities of the Registration Statement and all exhibits thereto and the Prospectus, and any amendments or supplements thereto, including fees of blue sky counsel (to be designated by the Representative and who may be counsel to the Underwriters) incident to the qualification for sale of the Units and Additional Units, if any, under blue sky laws. The Company will further pay you as Representative of the Underwriters for your expenses incurred in connection with this offering, on a non-accountable basis, an amount equal to 3% of the public offering price of the Units sold on behalf of the Company hereunder, including any Units sold pursuant to the overallotment option, such reimbursement and payment to be made to you on closing, and may be deducted by you from the amount due to the Company for purchase of the Units pursuant to Section 3 hereof. In the event that the offering is not consummated, the Representative will be reimbursed only for its actual, accountable, out-of-pocket expenses and any amounts received by the Representatives as an advance for expenses in excess of such actual, accountable, out-out-pocket expenses shall be returned to the Company. (f) The Company will apply the net proceeds from the sale of the Units substantially as set forth under the caption "Use of Proceeds" in the Prospectus. (g) The Company will deliver to you as promptly as practicable three signed copies of the Registration Statement and all amendments thereto, including all exhibits therewith or incorporated therein by reference, and signed consents, certificates and opinions of accountants and of any other persons named in the Registration Statement as having prepared, certified or reviewed any part thereof, and will deliver to you such number of unsigned copies of the Registration Statement and exhibits, and of all amendments thereto, as you may reasonably request. The Company will deliver to you or upon your order, from time to time until the effective date of the Registration Statement, as many copies of the Preliminary Prospectus as you may reasonably request. The Company will deliver to you or upon your order, on the effective date of the Registration Statement and thereafter, subject to the provisions of Section 4(a)(iii) hereof, from time to time, as many copies of the Prospectus in final form or as thereafter amended or supplemented, as you may reasonably request. The Company will deliver to you, promptly after closing, three (3) bound volumes of all of the documents, papers, exhibits, correspondence and records forming the materials involved in this public offering. (h) The Company will make generally available to its security holders, as soon as it is practicable to do so (but in no event later than fifteen months after the effective date of the Registration Statement), an earnings statement of the Company (which need not be audited) covering a period of at least twelve months beginning not later than the first day of the fiscal quarter next succeeding such effective date which shall satisfy the provisions of Section 11(a) of the Act. (i) For a period of at least five years from the date hereof, the Company will supply to the Representative, (i) as soon as practicable after the end of each fiscal year, a balance sheet and statement of operations of the Company and its consolidated subsidiaries (if any) as at the end of and for each such year, all in reasonable detail and certified by independent certified public accountants, (ii) as soon as practicable after the end of each of the first three quarters of each fiscal year, an unaudited statement of operations of the Company and its consolidated subsidiaries (if any) for such period, (iii) copies of such financial statements and reports as the Company may, from time to time, furnish generally to holders of any class of its stock, (iv) copies of each report which it shall be required to file with the Commission, any blue sky authority or any securities exchange at the same time as such reports are filed and (v) copies of the daily stock transfer sheets and weekly DTC reports for securities of the Company. (j) Simultaneously with the purchase and payment by the Underwriters for the Units on the Closing Date, the Company shall sell, at a price of $0.001 per warrant, and issue and deliver to the Representative and, at its request, to any of the several Underwriters or to dealers in the selling group, or to officers or partners of the Representative, the several Underwriters or dealers in the selling group, 100,000 warrants, in form and substance satisfactory to your counsel, to purchase 100,000 Units of the Company (similar to those being sold to the public) at a price of $9.90 per Unit ("Underwriters' Unit Warrants"). The Underwriters' Unit Warrants will be exercisable for a period of five years commencing on the Effective Date, and will not be transferable for a period of one year from the Effective Date except to Underwriters and Selected Dealers and officers and partners thereof. The Underwriters' Unit Warrants and underlying securities shall have been registered under the Registration Statement and the holders of a majority of such Underwriters' Unit Warrants or the securities which may have been issued thereunder shall have the right, at any one time, to require the Company to prepare and file a post-effective amendment to the Registration Statement (or a new registration statement, if then required under the Act) covering all or any portion of the Underwriters' Unit Warrants and their underlying securities to permit the public sale thereof after twelve months from the Effective Date. In connection therewith, the Company shall be obligated to prepare and file such post-effective amendment (or such new registration statement) under the Act promptly upon the receipt of the request of the holders of a majority of the Underwriters' Unit Warrants or securities issued thereunder, and the Company shall be further obligated to use its best efforts to have such post-effective amendment (or such new registration statement) rendered effective under the Act, as it may from time to time be amended hereafter, and Rules and Regulations promulgated thereunder, as soon as practicable after the filing date of any such post-effective amendment or such new registration statement, and the Company shall also be required to take such action as may be necessary to maintain such post-effective amendment or such new registration statement effective under the Act for the period, not in excess of nine months, required to sell such Underwriters' Unit Warrants and their underlying securities in compliance with the Act and Rules and Regulations promulgated thereunder, and the Company shall be required to provide the accounting necessary for the filing of any such post-effective amendment or such new registration statement, plus any amendments or supplements thereto. In addition to, and not in lieu of, the obligations of the Company hereinabove recited in this subsection, the Company hereby further covenants and agrees that if, the Company shall prepare and file a post-effective amendment to the Registration Statement or a new registration statement under the Act or notification pursuant to Regulation A under the Act, either of which is to become effective at any time after the expiration of twelve months from the Effective Date with respect to the public offering of any equity or debt Units of the Company now or hereafter authorized, the Company will include in such post-effective amendment or new registration statement or such notification such number of the Underwriters' Unit Warrants and their underlying securities as requested by the holders of the Underwriters' Units Warrants or securities issued thereunder, and neither you nor such holders shall be under any obligation to bear any of the expenses or professional fees and disbursements to be incurred by the Company in connection with the preparation and filing of such post-effective amendment, or new registration statement or such notification. With respect to any post-effective amendment, or new registration statement, or notification filed by the Company pursuant to this subsection, the selling securityholders offering any Underwriters' Unit Warrants or their underlying securities thereunder shall be entitled to the benefits of indemnification by the Company in like manner and to the same extent as the Company indemnifies the Underwriters pursuant to Section 6(a) hereof. (k) The Company will not, without the prior written consent of the Representative, for a period of six months after the effective date of the Registration Statement, sell any Units of the Company or sell or grant options, warrants or rights with respect to any Units of the Company, or permit or cause a public offering of any Units of the Company except in accordance with the provisions of the Registration Statement. (l) For a period of five years after the effective date of the Registration Statement, the Representative shall have the right to designate one person as an advisor to the Company's Board of Directors, who will receive compensation equal to that received by any other director as well as reimbursement of expenses for attending meetings, but who will have no power to vote as a director. Such person shall be indemnified by the Company against any claim arising out of his participation at meetings of the Board of Directors to the same extent as any director. During such five year period, the Company will hold at least four meetings per year of its Board of Directors. In the event the Company maintains a liability insurance policy with coverage for the acts of its officers and directors, the Company agrees, if possible, to include the Representative and its designee as an insured under the policy. (m) At the Closing, the Company shall enter into a consulting agreement ("Consulting Agreement") retaining the Representative as financial consultant to the Company for a two-year period commencing as of such closing, at a fee of $37,500 per year, the total amount of which shall be paid at the Closing. The Company and the Representative shall also enter into an agreement which will provide for a finder's fee, ranging from 7% of the first $1,000,000 down to 2-1/2% of the excess over $9,000,000 of the consideration involved in any transaction (including mergers and acquisitions) consummated by the Company in which the Representative introduced the other party to the Company during the five-year period commencing on the Effective Date. 9 (n) The Company shall cooperate with the Underwriters in making available to their representatives such information as they may request in making an investigation of the Company and its affairs. (o) Until such time as the Units of the Company are listed on the New York Stock Exchange or the American Stock Exchange but in no event more than three years from the effective date, the Company shall retain Compliance Management Company or a similar company, to prepare a post registration blue sky market survey for the Representative for distribution to market makers. Such survey shall be provided to the Representative annually with the first survey delivered to it promptly after the completion of the public offering hereunder. The cost of the first year's survey will not exceed $5,000. In lieu of the foregoing, the Company may cause its legal counsel to provide the Representative with a survey to be updated at least annually. (p) At all times, so long as any of the warrants referred to herein are outstanding, the Company will have reserved authorized but unissued shares of stock and underlying warrants, available for immediate issuance in amounts necessary for the exercise of all warrants then outstanding. The Company agrees to qualify the Units for listing on the NASDAQ System Small- Cap Issues on the Effective Date and will take all necessary and appropriate action so that the Units and after separation of the Units, t

Covenants of the Company. The Company covenants and agrees with the Underwriter as follows:several Underwriters that, to the extent that the Issuer has not already performed such act pursuant to Section 8(a): (ai) The To the extent permitted by the Basic Documents, the Company shall will use its reasonable best efforts to cause the Registration Statement and any amendments thereto Issuer to become effective as promptly as practicable and will not at any time, whether before or after comply with the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (icovenants set forth in Section 8(a) before termination of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or hereof. (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the The Company will advise the Underwriter and confirm by notice in writing: (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment use its reasonable best efforts to the Registration Statement becomes effective; (ii) of prevent the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending and, if issued, to obtain as soon as possible the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; withdrawal thereof. (iii) If, during such period of time (not exceeding nine months) after the Prospectus has been filed with the Commission pursuant to Rule 424 as in the opinion of Counsel for the Underwriters a prospectus covering the Series 2004 Bonds is required by law to be delivered in connection with sales by an Underwriter or dealer, any event relating to or affecting the Company, the Series 2004 Bonds or the Series 2004 Transition Property or of which the Company shall be advised in writing by the Representatives shall occur that in the Company's reasonable opinion after consultation with Counsel for the Underwriters should be set forth in a supplement to, or an amendment of, the Prospectus in order to make the Prospectus not misleading in the light of the issuance circumstances when it is delivered to a purchaser, the Company will cause the Issuer, at the Company's expense, to amend or supplement the Prospectus by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; either (ivA) of the receipt of any comments from the Commission; preparing and (v) of any request by the Commission for any amendment furnishing to the Registration Statement Underwriters at the Company's expense a reasonable number of copies of a supplement or any supplements or an amendment or supplement amendments to the Prospectus or for additional information(B) making an appropriate filing pursuant to Section 13 of the Exchange Act, which will supplement or amend the Prospectus so that, as supplemented or amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Prospectus is delivered to a purchaser, not misleading; provided that should such event relate solely to the activities of any of the Underwriters, then such Underwriters shall assume the expense of preparing and furnishing any such amendment or supplement. If In case any Underwriter is required to deliver a prospectus after the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any timeexpiration of nine months from the 424 Date, the Company will make every reasonable effort cause to obtain promptly the lifting Issuer to, upon such Underwriter's request, furnish to such Underwriter, at the expense of such orderUnderwriter, a reasonable quantity of a supplemental prospectus or supplements to the Prospectus complying with Section 10(a) of the Securities Act. (iv) During the period from the date of this Underwriting Agreement to the date that is five days after the Closing Date, the Company will not, without the prior written consent of the Representatives, offer, sell or contract to sell, or otherwise dispose of, directly or indirectly, or announce the offering of, any asset-backed securities (other than the Series 2004 Bonds). (v) The Company will cause the proceeds for the issuance and sale of the Series 2004 Bonds to be applied for the purposes described in the Prospectus and in compliance with the Restructuring Act and the Financing Order and to furnish or cause to be furnished to the Representatives copies of all reports required by Rule 463 under the Securities Act. (vi) To the extent, if any, that any rating necessary to satisfy the condition set forth in Section 9(y) of this Underwriting Agreement is conditioned upon the furnishing of documents or the taking of other actions by the Company on or after the Closing Date, the Company shall furnish such documents and take such other actions.

Covenants of the Company. The Company covenants and agrees with the Underwriter Underwriters as follows: (a) The Company shall use its best efforts Company, on or prior to cause the Closing Date, will deliver to the Underwriters conformed copies of the Registration Statement as originally filed and of all amendments thereto, heretofore or hereafter made, including any amendments thereto to become post-effective amendment (in each case including all exhibits filed therewith, and including unsigned copies of each consent and certificate included therein or filed as promptly as practicable and will not at any timean exhibit thereto, whether before or after the effective date of the Registration Statementexcept exhibits incorporated by reference, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) unless specifically requested). As soon as the Company is advised thereof, it will advise the Representatives orally of the issuance of any stop order under the 1933 Act with respect to the Registration Statement, or obtains knowledge the institution of any proceedings therefor, of which the Company shall have received notice, and will use its best efforts to prevent the issuance of any such stop order and to secure the prompt removal thereof, if issued. The Company will deliver to the Representatives sufficient conformed copies of the Registration Statement, the Prospectus and the Final Supplemented Prospectus and of all supplements and amendments thereto (in each case without exhibits) for distribution to the Underwriters and, from time to time, as many copies of the Prospectus and the Final Supplemented Prospectus as the Underwriters may reasonably request for the purposes contemplated by the 1933 Act or the 1934 Act. (b) The Company will furnish the Underwriters with copies of each amendment and supplement to the Final Supplemented Prospectus relating to the offering of the Senior Notes in such quantities as the Underwriters may from time to time reasonably request. If, during the period (not exceeding nine months) when the delivery of a prospectus shall be required by law in connection with the sale of any Senior Notes by an Underwriter, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Underwriters, shall occur, which in the opinion of the Company or of Underwriters' counsel should be set forth in a supplement to or an amendment of the Final Supplemented Prospectus, as the case may be, in order to make the Final Supplemented Prospectus not misleading in the light of the circumstances when it is delivered, or if for any other reason it shall be necessary during such period to amend or supplement the Final Supplemented Prospectus or to file under the 1934 Act any document incorporated by reference in the Preliminary Prospectus or Prospectus in order to comply with the 1933 Act or the 1934 Act, the Company forthwith will (i) notify the Underwriters to suspend solicitation of purchases of the Senior Notes and (ii) at its expense, make any such filing or prepare and furnish to the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Supplemented Prospectus which will supplement or amend the Final Supplemented Prospectus so that, as supplemented or amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Final Supplemented Prospectus is delivered, not misleading or which will effect any other necessary compliance. In case any Underwriter is required to deliver a prospectus in connection with the sale of any Senior Notes after the expiration of the period specified in the preceding sentence, the Company, upon the request of such Underwriter, will furnish to such Underwriter, at the expense of such Underwriter, a reasonable quantity of a supplemented or amended prospectus, or supplements or amendments to the Final Supplemented Prospectus, complying with Section 10(a) of the 1933 Act. During the period specified in the second sentence of this subsection, the Company will advise continue to prepare and file with the Underwriter Commission on a timely basis all documents or amendments required under the 1934 Act and confirm the rules and regulations thereunder; provided, that the Company shall not file such documents or amendments without also furnishing copies thereof prior to such filing to the Representatives and Dewey Ballantine LLP. (c) The Co▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇vor, in cooperation with the Underwriters, to qualify the Senior Notes for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Representatives may designate; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by notice the Company to be unduly burdensome. (d) The Company will make generally available to its security holders as soon as practicable but not later than 45 days after the close of the period covered thereby, an earnings statement of the Company (in writing: (i) when the Registration Statement, as amended, becomes effective, if form complying with the provisions of Rule 430A promulgated 158 of the rules and regulations under the Act will be relied upon, when 1933 Act) covering a twelve-month period beginning not later than the Prospectus has been filed first day of the Company's fiscal quarter next following the "effective date" (as defined in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii158) of the issuance Registration Statement. (e) As soon as practicable after the date of this Agreement, and in any event within the time prescribed by Rule 424 under the 1933 Act, to file the Final Supplemented Prospectus with the Commission and to advise the Representatives of any stop order or such filing and to confirm such advice in writing. (f) During a period of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments 15 days from the Commission; and (v) date of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any timethis Agreement, the Company will make every reasonable effort not, without the Representatives' prior written consent, directly or indirectly, sell, offer to obtain promptly sell, grant any option for the lifting sale of, or otherwise dispose of, any Senior Notes or any security convertible into or exchangeable into or exercisable for the Senior Notes or any debt securities substantially similar to the Senior Notes (except for the Senior Notes issued pursuant to this Agreement). The Representatives agree that commercial paper or other debt securities with scheduled maturities of such orderless than one year are not subject to this Section 3(f).

Covenants of the Company. The (i) As soon as practicable, but in any event no later than 60 days following the date of this Agreement, the Company covenants shall prepare and agrees file with the Underwriter Commission a registration statement on Form SB-2 or other applicable form as follows: determined by the Company (athe “Registration Statement”) for the purpose of registering the sale of the Shares by the Purchaser from time to time on the facilities of any securities exchange or trading system on which the Common Stock is then traded or in privately-negotiated transactions, which Registration Statement shall contain all material non-public information disclosed to the Purchasers by the Company in connection with the issuance and sale of the Shares. For purposes of this Section 3.01(a), the term “Shares” shall include any other securities of the Company issued in exchange for the Shares, as a dividend on the Shares or in connection with a stock split or other reorganization transaction affecting the Shares. The Company shall use its best commercially reasonable efforts to cause the Registration Statement and any amendments thereto to become effective as promptly soon as practicable practicable, and will not at in any timeevent within 120 days following the date of this Agreement. (ii) The Company shall prepare and file with the Commission such amendments and supplements to the Registration Statement and the prospectus forming a part thereof as may be necessary to keep the Registration Statement effective until the earliest date, whether before or after the effective date on which all of the Shares have been purchased pursuant to this Agreement or the obligation of the Purchaser to purchase the Shares pursuant to this Agreement has been terminated, on which (i) all the Shares have been disposed of pursuant to the Registration Statement, (ii) all of the Shares then held by the Purchaser may be sold under the provisions of Rule 144 without limitation as to volume, whether pursuant to Rule 144(k) or otherwise, or (iii) the Company has determined that all Shares then held by the Purchaser may be sold without restriction under the Securities Act and has removed any stop transfer instructions relating to such Shares and offered to cause to be removed any restrictive legends on the certificates, if any representing such Shares (the period between the Effective Date and the earliest of such dates is referred to herein as the “Registration Period”). At any time after the end of the Registration Period, the Company may withdraw the Registration Statement and its obligations under this Section 3.01(a) shall automatically terminate. (iii) The Company shall not be obligated to prepare and to file any a post-effective amendment or supplement to the Registration Statement or the prospectus constituting a part thereof during the continuance of a Blackout Event; provided, however, that no Blackout Event may be deemed to exist for more than 60 days, and there can be no more that one Blackout Events during any period of 365 days. A “Blackout Event” means any of the following: (a) the possession by the Company of material information that is not ripe for disclosure in a registration statement or prospectus, as determined reasonably and in good faith by the Chief Executive Officer or the Board of Directors of the Company or that disclosure of such information in the Registration Statement or the prospectus constituting a part thereof would be materially detrimental to the business and affairs of the Company; or (b) any material engagement or activity by the Company which would, in the reasonable and good faith determination of the Chief Executive Officer or the Board of Directors of the Company, be materially adversely affected by disclosure in a registration statement or prospectus at such time. Without the express written consent of the Purchaser, if required to permit the continued sale of Shares by the Purchaser, a post-effective amendment or supplement to Registration Statement or the Prospectus prospectus constituting a part thereof must be filed no later than the 61st day following commencement of a Blackout Event. In the event that the filing of the Registration Statement or file any document such effectiveness shall not take place within the time period heretofore set forth, the Company shall issue to the holders of the securities described above and/or issuable upon the exercise thereof (the “Underlying Shares”) additional shares of Common Stock and warrants in such number as shall equal 2.0% of the number of shares of Common Stock, warrants, and/or Underlying Shares issued to such holder under and pursuant to this Agreement per each 30 days, or part thereof, after the aforementioned time periods until the such filing and/or effectiveness, as applicable, shall take place. The Company shall cause the Registration Statement to remain effective until the earlier of (i) the sale by the Investor of all of the aforementioned securities and (ii) the date upon which the Investor may dispose of all of such securities without regard to the limitations set forth in paragraph (e) of Rule 144 under the Exchange Securities Act. (iv) At least five (5) Business Days prior to the filing with the Commission of the Registration Statement (or any amendment thereto) or the prospectus forming a part thereof (or any supplement thereto), the Company shall provide draft copies thereof to the Purchaser and shall consider incorporating into such documents such comments as the Purchaser (and its counsel) may propose to be incorporated therein. Notwithstanding the foregoing, no prospectus supplement, the form of which has previously been provided to the Purchaser, need be delivered in draft form to the Purchaser. (v) The Company shall promptly notify the Purchaser upon the occurrence of any of the following events in respect of the Registration Statement or the prospectus forming a part thereof: (i) before termination receipt of any request for additional information from the offering of Commission or any other federal or state governmental authority during the Securities by Registration Period, the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) response to which the Underwriter shall have objected; would require any amendments or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Underwriter and confirm by notice in writing: (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment supplements to the Registration Statement becomes effectiveor related prospectus; (ii) of the issuance by the Commission or any other federal or state governmental authority of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or the initiation of any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding proceedings for that purpose; or (iii) of the issuance by any state securities commission receipt of any proceedings for notification with respect to the suspension of the qualification or exemption from qualification of any of the Securities Shares for offering or sale in any jurisdiction or of the initiation, initiation or the threatening, threatening of any proceeding for such purpose. (vi) The Company shall furnish to the Purchaser with respect to the Shares registered under the Registration Statement such number of copies of prospectuses and such other documents as the Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Shares by the Purchaser pursuant to the Registration Statement. (vii) The Company shall file or cause to be filed such documents as are required to be filed by the Company for normal state securities law or “blue sky” clearance in states specified in writing by the Purchaser; provided, however, that purpose; the Company shall not be required to qualify to do business or consent to service of process in any jurisdiction in which it is not now so qualified or has not so consented. (ivviii) With a view to making available to the Purchaser the benefits of Rule 144, the Company agrees, from the date hereof and throughout the Registration Period and so long as the Purchaser owns Shares purchased pursuant to this Agreement, to: (A) comply with the provisions of paragraph (c)(1) of Rule 144; and (B) file with the receipt of any comments from the Commission; Commission in a timely manner all reports and (v) of any request other documents required to be filed by the Commission for Company pursuant to Section 13, 14 or 15(d) under the Exchange Act; and, if at any amendment time it is not required to file such reports but in the past had been required to or did file such reports, it will, upon the request of the Purchaser, make available other information as required by, and so long as necessary to permit sales of its Shares pursuant to, Rule 144. (ix) The Company shall bear all expenses incurred by it in connection with the procedures in this Section 3.01(a) and the registration of the Shares pursuant to the Registration Statement and qualification of the shares under applicable state securities laws. The Company shall not be responsible for any expenses incurred by the Purchaser in connection with its sale of the Shares or its participation in the procedures in paragraphs (i) through (ix) of this Section 3.01(a), including, without limitation, any fees and expenses of counsel or other advisers to the Purchaser and any underwriting discounts, brokerage fees and commissions incurred by the Purchaser. (i) The Company may refuse to register (or permit its transfer agent to register) any transfer of any Shares not made in compliance with the Securities Act and for such purpose may place stop order instructions with its transfer agent with respect to the Shares. (c) So long as the Registration Statement is effective covering the resale of Shares then still owned by the Purchaser, the Company shall furnish to the Purchaser: (i) as soon as practicable after available, one copy of (A) its Annual Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a firm of certified public accountants), (B) upon written request, its Annual Report on Form 10-KSB or 10-K, (C) upon written request, its Quarterly Reports on Form 10-QSB or 10-Q, (D) upon written request, its Current Reports on Form 8-K, and (E) a full copy of the Registration Statement (the foregoing, in each case, excluding exhibits); and (ii) upon the written request of the Purchaser, all exhibits excluded by the parenthetical to subparagraph (i)(E) of this Section 3.01(c). (d) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock, which transfer agent and registration shall be reasonably satisfactory to the Purchaser. (e) If at any time prior to the termination of the Registration Period, any rumor, publication or event relating to or affecting the Company shall occur as a result of which, in the reasonable opinion of the Purchaser, the market price of the Common Stock has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to, or amendment of, the Prospectus), the Company will, if reasonably requested by the Purchaser, forthwith prepare, and, if permitted by law, disseminate a press release or other public statement, reasonably satisfactory to the Purchaser, responding to or commenting on such rumor, publication or event. (f) The Company shall comply with the Sarba▇▇▇-▇▇▇▇▇ ▇▇▇ of 2002 and the regulations promulgated pursuant thereto if it is not in compliance at the date hereof. (g) [INTENTIONALLY OMITTED] (h) Until the earlier of the termination of this Agreement and the Closing of the purchase of the final Tranche Shares hereunder (the earlier of such events, the “Release Time”), no amendment will be made in the certificate of incorporation or by-laws (or, in each case, the comparable charter documents, if any, under applicable law) of the Company. (i) Until the Release Time, except as permitted by Section 5.01(e) no share of capital stock of the Company, option or warrant for any such share, right to subscribe to or purchase any such share, or security convertible into, or exchangeable or exercisable for, any such share, shall be issued or sold by the Company otherwise than as contemplated by, or in connection with, this Agreement or with an effective purchase price of no les than $0.95 per share of Common Stock other than new employee options. (j) Until the Release Time, no dividend or liquidating or other distribution or stock split shall be authorized, declared, paid, or effected by the Company in respect of the outstanding shares of capital stock of the Company. Until the Release Time, no direct or indirect redemption, purchase, or other acquisition shall be made by the Company or any amendment or supplement to affiliate thereof of shares of capital stock of the Prospectus or for additional information. If Company. (k) Until the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any timeRelease Time, the Company will afford the officers, directors, employees, counsel, agents, investment bankers, accountants, and other representatives of the Purchaser free and full access to the plants, properties, books, and records of the Company, will permit them to make every reasonable effort to obtain promptly the lifting extracts from and copies of such orderbooks and records, and will from time to time furnish the Purchaser with such additional financial and operating data and other information as to the business, prospects, financial condition, and results of operations of the Company as the Purchaser from time to time may request. Until the Release Time, the Company will cause the independent certified public accountants thereof to make available to the Purchaser and its independent certified public accountants the work papers relating to the audits of the Company referenced in this Agreement. (l) Until the Release Time, the Company will conduct its affairs so that at each Closing, no representation or warranty of the Company will be inaccurate in any material respect, no covenant or agreement of the Company will be breached, and no condition in this Agreement will remain unfulfilled by reason of the actions or omissions of the Company. Except as otherwise consented to by the Purchaser in writing, until the Release Time, the Company will use its best efforts to preserve the business operations of the Company intact, to keep available the services of its present personnel, to preserve in full force and effect the contracts, agreements, instruments, leases, licenses, arrangements, and understandings of the Company, and to preserve the good will of its suppliers, customers, and others having business relations with any of them. Until the Release Time, the Company will conduct its affairs in all respects only in the ordinary course, other than in connection with the matters referenced herein or as set forth or contemplated in the SEC Documents. (m) Until the Release Time, the Company will immediately advise the Purchaser in a detailed written notice of any material fact or occurrence or any pending or threatened material occurrence of which it obtains knowledge and which (if existing and known at the date of the execution of this Agreement) would have been required to be set forth or disclosed in or pursuant to this Agreement, which (if existing and known at any time prior to or at the relevant Tranche Closing) would make the performance by any party of a covenant contained in this Agreement impossible or make such performance materially more difficult than in the absence of such fact or occurrence, or which (if existing and known at the time of the applicable Tranche Closing) would cause a condition to any party’s obligations under this Agreement not to be fully satisfied. (n) Before the Company releases any information concerning this Agreement or any of the transactions contemplated by this Agreement which is intended for, or may result in, public dissemination thereof, the Company shall cooperate with the Purchaser, shall furnish drafts of all documents or proposed oral statements to the Purchaser for comment, and shall not release any such information without the written consent of Purchaser, which consent shall not be unreasonably withheld. Nothing contained herein shall prevent the Company from releasing any information if required to do so by law. (o) The Company shall timely prepare and file any declaration or filing necessary to comply with any transfer tax statutes that require any such filing before the relevant Tranche Closing. (p) The Company shall obtain make such state securities law or “blue sky” filings and obtain such state securities law or “blue sky” filings as shall be reasonably requested by the Purchaser, provided, however, that the Company shall not be required to qualify to do business or to become subject to general service of process in any such jurisdiction.

Covenants of the Company. The Company covenants and agrees with the Underwriter as follows: (a) The Company shall will use its best efforts to cause the Registration Statement Statement, if not effective at the time of execution of this Agreement, and any amendments thereto thereto, to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to possible. The Company shall prepare the Prospectus or in a form approved by the Representatives and file any document such Prospectus pursuant to Rule 424(b) under the Exchange Act: Securities Act no later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, if applicable, such earlier time as may be required by the Rules. b) The Company shall promptly advise the Representatives in writing (i) before termination of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Underwriter and confirm by notice in writing: (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes shall have become effective; (ii) of any request by the Commission for any amendment of the Registration Statement or the Prospectus or for any additional information; (iii) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the any Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or threatening of any proceeding for that purposepurchase; (iiiiv) of the issuance receipt by any state securities commission the Company of any proceedings for notification with respect to the suspension of the qualification of the Securities Shares for offering or sale in any jurisdiction or of the initiation, initiation or the threatening, threatening of any proceeding for that such purpose; (iv) of the receipt of any comments from the Commission; and (v) of the occurrence of any request event during the period described in Section 3(c) hereof that, in the judgment of the Company, makes any statement of a material fact made in the Registration Statement or the Prospectus untrue or that requires the making of any changes in the Registration Statement or the Prospectus in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company shall not file any amendment of the Registration Statement or supplement to the Prospectus or any document incorporated by reference in the Registration Statement unless the Company has furnished the Representatives a copy for review prior to filing and shall not file any such proposed amendment or supplement to which the Representatives reasonably object. The Company shall use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. c) During the time when a Prospectus is required to be delivered under the Act, or the Exchange Act, the Company will use all reasonable efforts to comply with all requirements imposed upon it by the Commission Act, the Rules and the Exchange Act and by the regulations under the Exchange Act, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Public Securities in accordance with the provisions hereof and the Prospectus. If at any time when a Prospectus relating to the Public Securities is required to be delivered under the Act, or the Exchange Act, any event shall have occurred as a result of which, in the opinion of counsel for the Company or counsel for the Underwriters, the Prospectus, as then amended or supplemented, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company will notify the Representatives promptly and prepare and file with the Commission, subject to Section 3(b) hereof, an appropriate amendment or supplement in accordance with Section 10 of the Act. d) The Company will use its best efforts to receive approval as expeditiously as possible for the quotation of the Securities on the OTC Bulletin Board. e) For a period of seven years from the Effective Date, or until such earlier time upon which the Company is required to be liquidated, the Company will use its best efforts to maintain the registration of the Firm Units, Common Stock, Class B Common Stock and Class A and Class B Warrants under the provisions of the Exchange Act. The Company will not deregister the Firm Units, Common Stock, Class B Common Stock and Class A and Class B Warrants under the Exchange Act without the prior written consent of the Representatives. f) The Company will endeavor in good faith, in cooperation with the Representatives, at or prior to the time the Registration Statement becomes effective, to qualify the Public Securities for offering and sale under the securities laws of Colorado, Delaware, Florida, Georgia, Hawaii, Illinois, Indiana, Maryland, New York and Rhode Island and such jurisdictions as the Representatives may reasonably designate within the United States, provided that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company would be subject to taxation as a foreign corporation doing business in such jurisdiction. In each jurisdiction where such qualification shall be effected, the Company will, unless the Representatives agree that such action is not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as are or may be required by the laws of such jurisdiction. In New York and Hawaii, the Company may rely on exemptions from the state registration requirements for transactions between an issuer and an underwriter involving a firm-commitment underwritten offering. In the other states, the Company has applied to have the Firm Units registered for sale and will not sell the Firm Units in any state until such registration is effective. g) The Company will deliver to each of the several Underwriters, without charge, from time to time during the period when the Prospectus is required to be delivered under the Act or the Exchange Act, such number of copies of each Preliminary Prospectus and the Prospectus as such Underwriters may reasonably request and, as soon as the Registration Statement or any amendment or supplement thereto becomes effective, deliver to you two original executed Registration Statements, including exhibits, and all post-effective amendments thereto and copies of all exhibits filed therewith or incorporated therein by reference and all original executed consents of certified experts. h) For a period of seven years from the Effective Date, or until such earlier date upon which the Company is required to be liquidated, the Company, at its expense, shall cause its regularly engaged independent certified public accountants to review (but not audit) the Company’s financial statements for each of the first three fiscal quarters prior to the Prospectus announcement of quarterly financial information, the filing of the Company’s Form 8-K or quarterly reports and the mailing of quarterly financial information to stockholders. i) The Company will not consummate a Business Combination with any entity which is affiliated with any Initial Stockholder unless the Company obtains an opinion from an independent investment banking firm that the Business Combination is fair to the Company’s stockholders from a financial perspective. j) The Company has entered into a letter agreement regarding administrative support with Primus Capital LLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇, MTP Holdings LLC and ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ pursuant to which the above entities and individuals shall make available to the Company certain office and secretarial services as may be required by the Company from time to time for additional information. If $7,500 per month in the Commission aggregate. k) Except as set forth above in Section 3(j), the Company shall not pay any Initial Stockholder or any state of their affiliates any fees or compensation from the Company for services rendered to the Company prior to, or in connection with, the consummation of a Business Combination; provided that the Initial Stockholders shall be entitled to reimbursement from the Company for their reasonable out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination; and provided, further, that such persons shall be entitled to receive, in accordance with applicable law, upon consummation of a Business Combination, commissions for monies raised by them for the Company in connection with such Business Combination, at rates which are no less favorable to the Company than those which the Company would pay to unaffiliated third parties. l) The Company will apply to be included in Standard & Poor’s Daily News and Corporation Records Corporate Descriptions for a period of five years from the consummation of a Business Combination. Promptly after the consummation of the Offering, the Company shall take such steps as may be necessary to obtain a secondary market trading exemption for the Company’s securities commission or regulatory authority in the State of California. The Company shall enter also take such other action as may be reasonably requested by the Representatives to obtain a stop order or suspend secondary market trading exemption in such qualification other states as may be reasonably requested by the Representatives. m) The Company hereby engages the Representatives, on a non-exclusive basis, as its agents for the solicitation of the exercise of the Class A and Class B Warrants. The Company will (i) assist the Representatives with respect to such solicitation, if requested by the Representatives; and (ii) at any timethe Representatives’ request, provide the Representatives, and direct the Company’s transfer and warrant agent to provide to the Representatives, at the Company’s cost, lists of the record and, to the extent known, beneficial owners of, the Class A and Class B Warrants. Commencing one year from the Effective Date, the Company will make every reasonable effort to obtain promptly pay the lifting Representatives a commission of 5% of the exercise price of the Class A and Class B Warrants for each Warrant exercised, payable on the date of such orderexercise, on the terms provided for in the Warrant Agreement, only if permitted under the rules and regulations of the NASD and the Exchange Act, and only to the extent that an investor who exercises his Warrants specifically designates, in writing, that the Representatives solicited his exercise. The Representatives may engage sub-agents in their solicitation efforts. The Company agrees to disclose the arrangement to pay such solicitation fees to the Representatives in any Prospectus used by the Company in connection with the registration of the shares of Common Stock underlying the Warrants. n) Promptly after the execution of a definitive agreement for a Business Combination, the Company shall retain a financial public relations firm reasonably acceptable to the Representatives for a term to be agreed upon by the Company and the Representatives. o) For a period of seven years from the Effective Date or until such earlier time at which the Company is liquidated, the Company will furnish to the Representatives and their counsel, if requested, copies (which may be electronic copies) of such financial statements and other periodic and special reports as the Company from time to time furnishes generally to holders of any class of its securities, and promptly furnish to the Representatives, if requested (i) a copy of each periodic report the Company shall be required to file with the Commission; (ii) a copy of every press release and every news item and article with respect to the Company or its affairs which was released by the Company; (iii) a copy of each Form 8-K or Schedules 13D, l3G, 14D-l or 13E-4 received or prepared by the Company; (iv) five copies of each registration statement filed by the Company with the Commission under the Securities Act; (v) a copy of monthly statements, if any, setting forth such information regarding the Company’s results of operations and financial position (including balance sheet, profit and loss statements and data regarding outstanding purchase orders) as is regularly prepared by management of the Company; and (vi) such additional documents and information with respect to the Company and the affairs of any future subsidiaries of the Company as the Representatives may from time to time reasonably request. p) For a period of seven years following the Effective Date or until such earlier time at which the Company is liquidated, the Company shall retain a transfer and warrant agent acceptable to the Representatives (“Transfer Agent”) and will furnish to the Representatives at the Company’s sole cost and expense such transfer sheets of the Company’s securities as the Representatives may request, including the daily and monthly consolidated transfer sheets of the Transfer Agent and DTC. The Representatives acknowledge that Continental Stock Transfer & Trust Company is an acceptable Transfer Agent. q) During such time as the Public Securities are quoted on the OTC Bulletin Board (or any successor trading market such as the Bulletin Board Exchange) or the Pink Sheets, LLC (or similar publisher of quotations) and no other automated quotation system, the Company shall provide to the Representatives, at its expense, such reports published by the NASD or the Pink Sheets, LLC relating to price trading of the Public Securities, as the Representatives shall reasonably request. r) For a period equal to seven years from the date hereof, the Company will not take any action or actions which may prevent or disqualify the Company’s use of Form S-1 (or other appropriate form) for the registration of the Class A and Class B Warrants and the Representatives’ Class A and Class B Warrants under the Act. s) The Company hereby agrees to pay on each of the Closing Date and the Option Closing Date, if any, to the extent not paid on the Closing Date, all expenses incident to the performance of the obligations of the Company under this Agreement, including but not limited to: i) the preparation, printing, filing and mailing (including the payment of postage with respect to such mailing) of the Registration Statement and exhibits thereto, the Preliminary and Final Prospectuses and the printing and mailing of this Agreement and related documents, including the cost of all copies thereof and any amendments thereof or supplements thereto supplied to the Underwriters in quantities as may be required by the Underwriters; ii) the printing, engraving, issuance and delivery of the Firm Units, the shares of Common Stock, Class B Common Stock , the Class A and Class B Warrants included in the Firm Units and the Representatives' Purchase Option, including any transfer or other taxes payable thereon; iii) the qualification of the Public Securities under state or foreign securities or Blue Sky laws, including the costs of printing and mailing the Preliminary and Final Blue Sky Memoranda and all amendments and supplements thereto, fees and disbursements of underwriter’s counsel retained for such purpose; (iv) filing fees, costs and expenses incurred in registering the Offering with the NASD; iv) fees of counsel and accountants for the Company; v) costs of preparing and delivering to the Representatives and their counsel, bound volumes containing copies of all documents and appropriate correspondence filed with or received from the Commission and the NASD and all closing documents; vi) fees and disbursements of the transfer and warrant agent for the Company's securities; vii) fees and disbursements to the Escrow Agent and trustee under the terms and conditions of the Trust Agreement; viii) the Company’s expenses up to a maximum of $___________, associated with “due diligence” meetings arranged by the Representatives including a videotape or powerpoint presentation; ix) costs of placing “tombstone” advertisements in The Wall Street Journal, The New York Times and a third publication to be selected by the Representatives not to exceed $10,000; and x) all other costs and expenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section 3(s). t) The Representatives may deduct from the net proceeds of the Offering payable to the Company on the Closing Date, or the Option Closing Date, if any, the expenses set forth in Section 3(s) to be paid by the Company to the Representatives and others. If all of the conditions precedent for the Company to consummate this offering have been met and the Company refuses to consummate this Offering, then the Repre

Covenants of the Company. The Company covenants and agrees with the Underwriter as followsSource: (a) The Company shall To use its best commercially reasonable efforts to cause the Registration Statement Statements and any amendments thereto to become effective as effective; to advise Source, promptly as practicable and will not at any timeafter it receives notice thereof, whether before or after the effective date of the times when Registration StatementStatements, file or any amendment to the Registration Statement amendments thereto, become effective or any supplement to the Prospectus Prospectuses or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Underwriter and confirm by notice in writing: (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus amended Prospectuses has been filed and to furnish Source with copies thereof; to prepare Prospectuses in accordance with said forms approved by Source (such approval not to be unreasonably withheld or delayed) and to file such Prospectuses pursuant to Rule 430A and when any post-effective amendment 424(b) under the Securities Act within the time prescribed by such rule; to the Registration Statement becomes effective; (ii) advise Source, promptly after it receives notice thereof, of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the any Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities Rights for offering or sale in any jurisdiction or jurisdiction, of the initiation, initiation or the threatening, threatening of any proceeding for that any such purpose; (iv) of the receipt of any comments from the Commission; and (v) , or of any request by the Commission for the amending or supplementing of the Registration Statements or the Prospectuses or for additional information; and, in the event of the issuance of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus or Prospectus or suspending any such qualification, to use promptly its reasonable best efforts to obtain its withdrawal; (b) To deliver promptly to Source, at any such location as reasonably requested by Source, such number of the following documents as Source shall reasonably request: (i) conformed copies of the Registration Statements as originally filed with the Commission and each amendment thereto (in each case excluding exhibits other than this Agreement, any other Initial Offer Documents and Rights Offer Documents filed as exhibits, the computation of the ratio of earnings to fixed charges and the computation of per share earnings), (ii) each Preliminary Prospectus, the Prospectuses and any amended or supplemented Prospectuses and (iii) any document incorporated by reference into the Prospectuses (excluding exhibits thereto); and, if the delivery of a prospectus is required at any time during which the Prospectus relating to either the Initial Offering or the Rights Offering or the Follow-On Offering is required to be delivered under the Securities Act and if at such time any events shall have occurred as a result of which such Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made when such Prospectus is delivered, not misleading, or, if for any other reason it shall be necessary during such period to amend or supplement the such Prospectus or to file under the Exchange Act any document incorporated by reference into such Prospectus in order to comply with the Securities Act or the Exchange Act, to notify Source and, upon its request, to file such document and to prepare and furnish without charge to Source as many copies as Source may from time to time reasonably request of an amended or supplemented Prospectus which will correct such statement or omission or effect such compliance; (c) To file promptly with the Commission any amendment to the Registration Statement Statements or the Prospectuses or any amendment or supplement to the Prospectus Prospectuses that may, in the judgment of the Company or for additional information. If Source, be necessary or advisable in connection with the distribution of the securities included in the Registration Statements or be requested by the Commission; (d) Prior to filing with the Commission any: (i) Preliminary Prospectus, (ii) amendment to either of the Registration Statements, any document incorporated by reference into either of the Prospectuses or (iii) any Prospectus pursuant to Rule 424 of the Securities Act, to furnish a copy thereof to Source and counsel for Source and obtain the consent of Source to the filing (which consent shall not be unreasonably withheld or delayed); (e) To furnish to Source copies of all materials not available via E▇▇▇▇ furnished by the Company to its shareholders and all public reports and all reports and financial statements furnished by the Company to the principal national securities exchange or automated quotation markets upon which any of the Company’s securities may be listed or quoted pursuant to requirements of or agreements with such exchange or market to the Commission pursuant to the Exchange Act or any rule or regulation of the Commission thereunder; (f) To qualify or register the Rights, and the shares of Common Stock and USATZ Warrants included in the Registration Statements for sale under (or obtain exemptions from the application of) the state securities commission or regulatory authority blue sky laws of those jurisdictions reasonably requested by Source, and to comply with such laws and cause such qualifications, registrations and exemptions to continue in effect so long as reasonably required for the distribution securities included in the Registration Statements. The Company shall enter not be required to qualify as a stop 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. The Company will advise Source promptly of the suspension of the qualification or registration of (or any such exemption relating to) any of the securities included in the Registration Statements for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or suspend such qualification at any timeexemption, the Company will make every shall use its reasonable effort best efforts to obtain the withdrawal thereof as promptly as practicable; (g) To apply the lifting net proceeds from the sale of the securities included in the Initial Offering Registration Statement and from the exercise of the USATZ Warrants included in such Registration Statement in the manner described under the caption “Use of Proceeds” in the Initial Offering Prospectus. (h) To apply the net proceeds from the exercise of the Rights, upon exercise of the USATZ Warrants and from the sale of the shares of Common Stock and USATZ Warrants included in the Rights Offering Registration Statement in the manner described under the caption “Use of Proceeds” in the Rights Offering Prospectus. (i) Prior to the effective date of the Registration Statements, to apply for the quotation of the shares of Common Stock and USATZ Warrants included in the Registration Statements on the NASDAQ Global Market and to use commercially reasonable efforts to complete that application, subject only to official notice of issuance (if applicable), prior to the expiration of the Initial Offering; (j) To take such steps as shall be necessary to ensure that neither the Company nor any Subsidiary shall become an “investment company” within the meaning of such orderterm under the Investment Company Act of 1940 and the rules and regulations of the Commission thereunder; (k) To advise Source, directly or through the Subscription Agent, from time to time, as Source shall request, of the number of shares of Common Stock and USATZ Warrants subscribed for, and arrange for the Subscription Agent to furnish Source with copies of written reports it furnishes to the Company concerning the Rights Offering; (l) To commence mailing the Rights Offer Documents to record holders of the Common Stock and USATW Warrants not later than the second business day following the record date for the Rights Offering, and complete such mailing as soon as practicable; (m) To reserve and keep available for issue upon the exercise of the Rights such number of authorized but unissued shares of Common Stock and USATZ Warrants as will be sufficient to permit the exercise in full of all Rights, except as otherwise contemplated by the Rights Offer Prospectus; (n) To reserve and keep available for issue upon the exercise of the USATZ Warrants such number of authorized but unissued shares of Common Stock as will be sufficient to permit the exercise in full of all USATW Warrants, except as otherwise contemplated by the Prospectuses; and (o) To not take, directly or indirectly, any action designed to cause or to result in, or that has constituted or which might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the issuance of the Rights or the sale or resale of the shares of Common Stock or the USATZ Warrants.

Covenants of the Company. The Company covenants and agrees with the Underwriter as followsUnderwriters that: (a) The Company shall will (i) use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable or, if the procedure in Rule 430A of the Rules and will not Regulations is followed, to prepare and timely file with the Commission under Rule 424(b) of the Rules and Regulations a Prospectus in a form approved by the Representative containing information previously omitted at any time, whether before or after the effective date time of effectiveness of the Registration Statement, Statement in reliance on Rule 430A of the Rules and Regulations; (ii) timely file with the Commission under Rule 433 of the Rules and Regulations any Permitted Free Writing Prospectus required to be filed by it under such rule; (iii) not file any amendment to the Registration Statement (including any filing under Rule 462(b)) or supplement to the Prospectus, any Preliminary Prospectus or file any document under the Exchange Act: (i) before termination Permitted Free Writing Prospectus of the offering of the Securities by the Underwriter which the Underwriter Representative shall not previously have been advised and furnished with a copy; copy or (ii) to which the Underwriter Representative shall have objected; reasonably objected in writing or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations; and (iv) file on a timely basis all reports and any definitive proxy or information statements required to be filed by the Company with the Commission subsequent to the date of the Prospectus and prior to the termination of the offering of the Shares by the Underwriters. (b) As soon as The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company is advised or obtains knowledge thereofin violation of the Rules and Regulations, including, but not limited to, Regulation M of the Exchange Act. (c) The Company will advise the Underwriter and confirm by notice in writing: Representative promptly (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when Statement or any post-effective amendment to the Registration Statement becomes thereto shall have become effective; (ii) of receipt of any comments from the Commission; (iii) of any request of the Commission for amendment of the Registration Statement or for supplement to the Prospectus, any Preliminary Prospectus or any Permitted Free Writing Prospectus or for any additional information; and (iv) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or the use of the Prospectus, any Preliminary Prospectus or any Permitted Free Writing Prospectus or of the institution of any proceedings for that purpose. The Company will use its best efforts to prevent the issuance of any such stop order preventing or suspending the use of the Prospectus and to obtain as soon as possible the lifting thereof, if issued. (d) The Company will cooperate with the Representative in endeavoring to qualify the Shares for sale under the securities laws of such jurisdictions as the Representative may reasonably have designated in writing and will make such applications, file such documents, and furnish such information as may be reasonably required for that purpose, provided the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent. The Company will, from time to time, prepare and file such statements, reports, and other documents, as are or may be required to continue such qualifications in effect for so long a period as the Representative may reasonably request for distribution of the Shares. (e) The Company will deliver to, or upon the order of, the Representative, from time to time, as many copies of any Preliminary Prospectus as the Representative may reasonably request. The Company will deliver to, or upon the order of, the Representative during the period when delivery of a Prospectus is required under the Act, as many copies of the Prospectus in final form, or as thereafter amended or supplemented, as the Representative may reasonably request. The Company will deliver to the Representative at or before the Closing Date, four signed copies of the Registration Statement and all amendments thereto including all exhibits filed therewith, and will deliver to the Representative such number of copies of the Registration Statement (including such number of copies of the exhibits filed therewith that may reasonably be requested) and of all amendments thereto, as the Representative may reasonably request. (f) The Company will comply with the Act and the Rules and Regulations, and the Exchange Act, and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and the Prospectus. If during the period in which a prospectus is required by law to be delivered (whether physically or through compliance with Rule 172 of the Rules and Regulations or any similar rule) by an Underwriter or dealer, any event shall occur as a result of which, in the judgment of the Company or in the reasonable opinion of the Underwriters, it becomes necessary to amend or supplement the Prospectus, any Preliminary Prospectus or any Permitted Free Writing Prospectus in order to make the statements therein, in the light of the circumstances existing at the time such document is delivered to a purchaser, not misleading, or, if it is necessary at any time to amend or supplement the Prospectus, any Preliminary Prospectus or any amendment or supplement theretoPermitted Free Writing Prospectus to comply with any law, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; Company promptly will prepare and (v) of any request by file with the Commission for any an appropriate amendment to the Registration Statement or any amendment or supplement to the Prospectus, Preliminary Prospectus or Permitted Free Writing Prospectus so that the document as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the document will comply with the law. (g) The Company will timely file such reports pursuant to the Exchange Act as are necessary in order to make generally available to its securityholders as soon as practicable an earnings statement for additional information. If the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any timepurposes of, and to provide the benefits contemplated by, the last paragraph of Section 11(a) of the Act. (h) Prior to the Closing Date, the Company will make every reasonable effort furnish to obtain the Underwriters, as soon as they have been prepared by or are available to the Company, a copy of any unaudited interim financial statements of the Company for any period subsequent to the period covered by the most recent financial statements appearing in the Registration Statement and the Prospectus. (i) The Company will use its best efforts to effect and maintain the quotation of the Shares on the Nasdaq National Market and will file with the Nasdaq National Market all documents and notices required by the Nasdaq National Market of companies that have securities that are traded in the over-the-counter market and quotations for which are reported by the Nasdaq National Market. (j) During a period of 180 days from the date of the Prospectus (the “Restricted Period”), the Company will not, without the prior written consent of the Representative, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase or otherwise transfer or dispose of any share of Common Stock or any Shares convertible into or exercisable or exchangeable for Common Stock or file any registration statement under the Act with respect to any of the foregoing or (ii) enter into any swap, hedge 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, hedge 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 of an option or warrant outstanding on the date hereof and referred to in the Prospectus, (C) any shares of Common Stock issued or options to purchase Common Stock granted pursuant to existing employee benefit plans of the Company referred to in the Prospectus or the Pulaski Financial Corp. 2006 Long-Term Incentive Plan, (D) any issuance of shares of Common Stock pursuant to the Merger Agreement or (E) any transfer, sale or other disposition with the prior written consent of the Representative. The Representative agrees, for the benefit of the other Underwriters, if applicable, not to provide such consent without providing notice to each Underwriter to permit compliance with applicable provisions of NASD Conduct Rule 2711(f) restricting publication and distribution of research and public appearances by research analysts before and after the expiration, waiver or termination of a lock-up agreement and agrees only to provide consent in circumstances that will permit such compliance by the Underwriters. Notwithstanding the foregoing, in the event that either (i) during the period that begins on the date that is 15 calendar days plus three (3) business days before the last day of the Restricted Period and ends on the last day of the Restricted Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Restricted Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Restricted Period, the restrictions set forth herein will continue to apply until the expiration of the date that is 15 calendar days plus three (3) business days after the date on which the earnings release is issued or the material news or event related to the Company occurs. (k) The Company has caused each officer and director of the Company to furnish to the Representative, on or prior to the date of this agreement, a letter or letters, in form and substance satisfactory to the Underwriters, pursuant to which each such person shall agree not to offer, sell, sell short or otherwise dispose of any shares of Common Stock of the Company, or any other securities exchangeable or exercisable for Common Stock of the Company or derivative of Common Stock of the Company owned by such person or request the registration for the offer or sale of any of the foregoing (or as to which such person has the right to direct the disposition of) for a period of 180 days after the effective date of the Registration Statement, directly or indirectly, except with the prior written consent of the Representative (“Lock-Up Agreements”). (l) The Company shall apply the net proceeds of its sale of the Shares as described under the heading “Use of Proceeds” in the Prospectus, each Preliminary Prospectus and any Permitted Free Writing Prospectus and shall report with the Commission with respect to the sale of the Shares and the application of the proceeds therefrom as may be required in accordance with Rule 463 under the Act. (m) The Company shall not invest, or otherwise use, the proceeds received by the Company from its sale of the Shares in such a manner as would require the Company or any of the Subsidiaries to register as an investment company under the 1940 Act. (n) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar for the Common Stock. (o) Prior to the Closing Date, the Company will not issue any press releases or other communications directly or indirectly and will hold no press conferences with respect to the Company or its Subsidiaries, on the financial condition, results of operations, business, properties, assets or liabilities of the Company or its Subsidiaries, or the offering of the Shares, without the prior written consent of the Representative. (p) The Company will advise the Representative promptly of any notice prior to the lifting Closing Date indicating the termination of or intention to terminate any of the contracts or agreements referred to or described in the Registration Statement, the Prospectus, any Preliminary Prospectus or any Permitted Free Writing Prospectus, or filed as an exhibit to the Registration Statement or any document incorporated therein by reference, or of any threatened termination (written or oral) by the Company, any Subsidiary or any other party to any such ordercontract or agreement. (q) The Company, during the period when the Prospectus is required to be delivered (whether physically or through compliance with Rule 172 under the Rules and Regulations or any similar rule) under the Act, will file all documents required to be filed with the Commission pursuant to the Exchange Act within the time periods required by the Exchange Act and the Exchange Act Regulations. (r) During the time when a prospectus is required to be delivered (whether physically or through compliance with Rule 172 under the Rules and Regulations or any similar rule) under the Act, the Company shall at all times comply, in all material respects, with all applicable provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, including the related rules and regulations promulgated thereunder by the Commission and The Nasdaq National Market, Inc., in effect from time to time. (s) In accordance with the Cuba Act and without limitation to the provisions of Section 10 hereof, the Company agrees to indemnify and hold harmless each Underwriter from and against any and all loss, liability, claim, damage and expense whatsoever (including fees and disbursements of counsel), as incurred, arising out of any violation by the Company of the Cuba Act. (t) The Company will file as soon as practicable following the Closing a “Notification Form: Change in the Number of Shares Outstanding” with the Nasdaq National Market, Inc. (u) The Company will comply with Rule 433(g) of the Rules and Regulations.

Covenants of the Company. The In further consideration of the agreements contained herein of the Purchasers, the Company covenants and agrees with to the Underwriter several Purchasers as follows: (aA) The Company shall use its best efforts To furnish to cause the Purchasers or the Representative a copy of the Registration Statement including materials, if any, incorporated by reference therein and, during the period mentioned in (C) below, to supply as many copies of the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto as the Purchasers or the Representative may reasonably request. The terms "supplement" and "amendment" or "amend" as used in this Agreement shall include all documents filed by the Company with the Commission subsequent to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment or the date of the Basic Prospectus, as the case may be, pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are deemed to be incorporated by reference therein. (B) Before amending or supplementing the Registration Statement or supplement the Prospectus with respect to the Prospectus New Debentures, to furnish to any Purchaser or file the Representative, and to counsel for the Purchasers, a copy of each such proposed amendment or supplement. The covenants in Paragraphs (C), (D) and (E) apply only to Reselling Purchasers: (C) The Company will notify the Reselling Purchasers promptly, at any document under time prior to completion of the Exchange Act: resale of the New Debentures by the Reselling Purchasers, and confirm the notice in writing, (i) before termination of the offering of delivery to the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) Commission for filing any document to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, be filed pursuant to the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company which will advise the Underwriter and confirm be incorporated by notice in writing: (i) when reference into the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment or supplement to the Registration Statement, to any document incorporated by reference therein or for any additional information, (iii) of the issuance by the Commission of any order directed to the Registration Statement or any amendment document incorporated therein by reference or the initiation or threat of any challenge by the Commission to the accuracy or adequacy of any document incorporated by reference in the Registration Statement and (iv) of receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or thereat of any proceeding for that purpose. (D) If, at any time prior to the completion of the, resale of the New Debentures during which, in the opinion of counsel for the Reselling Purchasers, the Prospectus is required by law to be delivered, any event shall occur as a result of which it is necessary to amend or supplement the Prospectus in order to make a statement therein, in light of the circumstances when the Prospectus is delivered to a subsequent purchaser, not materially misleading, or if it is otherwise necessary to amend or supplement the Prospectus to comply with law, forthwith to prepare and furnish, at its own expense (unless such amendment shall relate to information furnished by the Purchasers or the Representative by or on behalf of the Purchasers in writing expressly for use in the Prospectus), to the Reselling Purchasers, the number of copies requested by the Reselling Purchasers or the Representative of either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in light of the circumstances when the Prospectus is delivered to a subsequent purchaser, be misleading or so that the Prospectus will comply with law. (E) To use its best efforts to qualify the New Debentures for additional information. If offer and sale under the Commission securities or Blue Sky laws of such jurisdictions as the Purchasers or the Representative shall reasonably request and to pay all expenses (including fees and disbursements of counsel) in connection therewith; provided, however, that the Company, in complying with the foregoing provisions of this paragraph, shall not be required to qualify as a foreign company or to register or qualify as a broker or dealer in securities in any state securities commission jurisdiction or regulatory authority shall enter a stop order to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering or suspend such qualification at any timesale of the New Debentures, and provided further that the Company will make every reasonable effort shall not be required to obtain promptly continue the lifting qualification of such orderthe New Debentures beyond one year from the date of the sale of the New Debentures.

Covenants of the Company. The Company covenants and agrees with the Underwriter as followsseveral Underwriters that: (a) The Company shall will (i) use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable or, if the procedure in Rule 430A of the Rules and will not Regulations is followed, to prepare and timely file with the Commission under Rule 424(b) of the Rules and Regulations a Prospectus in a form approved by the Representatives containing information previously omitted at any time, whether before or after the effective date time of effectiveness of the Registration Statement, Statement in reliance on Rule 430A of the Rules and Regulations and (ii) not file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter Representatives shall not previously have been advised and furnished with a copy; copy or (ii) to which the Underwriter Representatives shall have objected; reasonably objected in writing or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the The Company will advise the Underwriter and confirm by notice in writing: Representatives promptly (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when Statement or any post-effective amendment to thereto shall have become effective, (ii) of receipt of any comments from the Commission, (iii) of any request of the Commission for amendment of the Registration Statement becomes effective; or for supplement to the Prospectus or for any additional information, and (iiiv) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or the use of the Prospectus or of the institution of any proceedings for that purpose. The Company will use its best efforts to prevent the issuance of any such stop order preventing or suspending the use of the Prospectus and to obtain as soon as possible the lifting thereof, if issued. (c) The Company will deliver to, or upon the order of, the Representatives, from time to time, as many copies of any Preliminary Prospectus as the Representatives may reasonably request. The Company will deliver to, or upon the order of, the Representatives during the period when delivery of a Prospectus is required under the Act, as many copies of the Prospectus in final form, or as thereafter amended or supplemented, as the Representatives may reasonably request. The Company will deliver to the Representatives at or before the Closing Date, four signed copies of the Registration Statement and all amendments thereto including all exhibits filed therewith, and will deliver to the Representatives such number of copies of the Registration Statement (including such number of copies of the exhibits filed therewith that may reasonably be requested), and of all amendments thereto, as the Representatives may reasonably request. (d) The Company will comply with the Act and the Rules and Regulations, and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Shares as contemplated in this Agreement and the Prospectus. If during the period in which a prospectus is required by law to be delivered by an Underwriter or dealer, any event shall occur as a result of which, in the judgment of the Company or any amendment in the reasonable opinion of the Underwriters, it becomes necessary to amend or supplement theretothe Prospectus in order to make the statements therein, or the institution or proceeding for that purpose; (iii) in light of the issuance by circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading, or, if it is necessary at any state securities commission of time to amend or supplement the Prospectus to comply with any proceedings for law, the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; Company promptly will prepare and (v) of any request by file with the Commission for any an appropriate amendment to the Registration Statement or any amendment or supplement to the Prospectus so that the Prospectus as so amended or for additional information. If supplemented will not, in the Commission light of the circumstances when it is so delivered, be misleading, or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any time, so that the Prospectus will comply with the law. (e) The Company will make every generally available to its security holders, as soon as it is practicable to do so, but in any event not later than 15 months after the effective date of the Registration Statement, an earning statement (which need not be audited) in reasonable effort detail, covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement, which earnings statement shall satisfy the requirements of Section 11(a) of the Act and Rule 158 of the Rules and Regulations and will advise you in writing when such statement has been so made available. (f) The Company will, for a period of five years from the Closing Date, deliver to obtain promptly the lifting Representatives copies of annual reports and copies of all other documents, reports and information furnished by the Company to its stockholders or filed with any securities exchange pursuant to the requirements of such orderexchange or with the Commission pursuant to the Act or the Exchange Act. The Company will deliver to the Representatives similar reports with respect to significant subsidiaries, as that term is defined in Regulation S-X promulgated by the Commission, which are not consolidated in the Company's financial statements. (g) No offering, sale, short sale or other disposition of any shares of Common Stock of the Company or other securities convertible into or exchangeable or exercisable for shares of Common Stock or derivative of Common Stock (or agreement for such) will be made for a period of 180 days after the date of this Agreement, directly or indirectly, by the Company without the prior written consent of Deutsche Bank Securities, Inc., except for shares of Common Stock issued pursuant to the terms of the Acquisition Agreements (including, without limitation, shares issued upon exercise of options granted in accordance with the Acquisition Agreements), the grant of employee stock options (up to a maximum of __________ shares) under the 1999 Long-Term Incentive Plan, or the issuance of shares in connection with acquisitions of businesses, provided that future acquisition agreements contain lock-up arrangements prohibiting dispositions of Common Stock prior to the expiration of the aforementioned 180 day period. (h) The Company will use its best efforts to arrange for the quotation of, subject to notice of issuance, the Shares on the Nasdaq National Market. (i) The Company has caused each officer and director, certain stockholders and certain persons who will become shareholders of the Company upon the consummation of the Acquisitions to furnish to you, on or prior to the date of this Agreement, a letter or letters, in form and substance satisfactory to the Underwriters, pursuant to which each such person has agreed not to offer, sell, sell short, pledge or otherwise dispose of any shares of Common Stock of the Company or other capital stock of the Company, or any other securities convertible, exchangeable or exercisable for Common Shares or derivative of Common Shares owned by such person (or as to which such person has the right to direct the disposition of) or request the registration for the offer or sale of any of the foregoing, for a period of 180 days after the date of this Agreement, directly or indirectly, except with the prior written consent of Deutsche Bank Securities, Inc. ("Lockup Agreements"). (j) The Company will (i) use its reasonable best efforts to close the Acquisitions in accordance with the terms of the Acquisition Agreements and (ii) will promptly notify the Representatives of the occurrence of any event which may result in the non-consummation of or material change in the terms of any of the Acquisitions on the Closing Date. (k) The Company shall apply the net proceeds of its sale of the Shares as set forth in the Prospectus and shall file such reports with the Commission with respect to the sale of the Shares and the application of the proceeds therefrom as may be required in accordance with Rule 463 under the Act. (l) The Company shall not invest or otherwise use the proceeds received by the Company from its sale of the Shares in such a manner as would require the Company or any of the Acquired Companies to register as an investment company under the 1940 Act. (m) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar for the Common Stock. (n) The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company.

Covenants of the Company. The In further consideration of the agreements contained herein of the Purchasers, the Company covenants and agrees with to the Underwriter several Purchasers as follows: (aA) The Company shall use its best efforts To furnish to cause the Purchasers or the Representative a copy of the Registration Statement including materials, if any, incorporated by reference therein and, during the period mentioned in (C) below, to supply as many copies of the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto as the Purchasers or the Representative may reasonably request. The terms "supplement" and "amendment" or "amend" as used in this Agreement shall include all documents filed by the Company with the Commission subsequent to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment or the date of the Basic Prospectus, as the case may be, pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are deemed to be incorporated by reference therein. (B) Before amending or supplementing the Registration Statement or supplement the Prospectus with respect to the Prospectus Securities, to furnish to any Purchaser or file the Representative, and to counsel for the Purchasers, a copy of each such proposed amendment or supplement. The covenants in Paragraphs (C), (D) and (E) apply only to Reselling Purchasers: (C) The Company will notify the Reselling Purchasers promptly, at any document under the Exchange Act: (i) before termination time prior to completion of the offering resale of the Securities by the Underwriter which Reselling Purchasers, and confirm the Underwriter shall not previously have been advised and furnished with a copy; or notice in writing, (iii) of the delivery to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, Commission for filing any document to be filed pursuant to the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company which will advise the Underwriter and confirm be incorporated by notice in writing: (i) when reference into the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment or supplement to the Registration Statement, to any document incorporated by reference therein or for any additional information, (iii) of the issuance by the Commission of any order directed to the Registration Statement or any amendment document incorporated therein by reference or the initiation or threat of any challenge by the Commission to the accuracy or adequacy of any document incorporated by reference in the Registration Statement and (iv) of receipt by the Company of any notification with respect to the suspension of the qualification of the Securities for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose. (D) If, at any time prior to the completion of the resale of the Securities during which, in the opinion of counsel for the Reselling Purchasers, the Prospectus is required by law to be delivered, any event shall occur as a result of which it is necessary to amend or supplement the Prospectus in order to make a statement therein, in light of the circumstances when the Prospectus is delivered to a subsequent purchaser, not materially misleading, or if it is otherwise necessary to amend or supplement the Prospectus to comply with law, forthwith to prepare and furnish, at its own expense (unless such amendment shall relate to information furnished by the Purchasers or the Representative by or on behalf of the Purchasers in writing expressly for use in the Prospectus), to the Reselling Purchasers, the number of copies requested by the Reselling Purchasers or the Representative of either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or supplemented will not, in light of the circumstances when the Prospectus is delivered to a subsequent purchaser, be misleading or so that the Prospectus will comply with law. (E) To use its best efforts to qualify the Securities for additional information. If offer and sale under the Commission securities or Blue Sky laws of such jurisdictions as the Purchasers or the Representative shall reasonably request and to pay all expenses (including fees and disbursements of counsel) in connection therewith; provided, however, that the Company, in complying with the foregoing provisions of this paragraph, shall not be required to qualify as a foreign company or to register or qualify as a broker or dealer in securities in any state securities commission jurisdiction or regulatory authority to consent to service of process in any jurisdiction other than with respect to claims arising out of the offering or sale of the Securities, and provided further that the Company shall enter a stop order or suspend such not be required to continue the qualification at any timeof the Securities beyond one year from the date of the sale of the Securities. (F) Except as stated in this Agreement and in the Prospectus, the Company has not taken, nor will make every reasonable effort it take, directly or indirectly, any action designed to obtain promptly or that might reasonably be expected to cause or result in stabilization or manipulation of the lifting price of such orderthe Preferred Stock to facilitate the sale or resale of the Securities.

Covenants of the Company. The Company covenants and agrees with the Underwriter as followseach Purchaser that: (a) the Company will promptly deliver to the Representative two signed copies of the registration statement relating to the Bonds as originally filed and of all amendments thereto heretofore or hereafter made (in each case including all Incorporated Documents and exhibits thereto, other than exhibits incorporated by reference), and including a signed copy of each consent and certificate included therein or filed as an exhibit thereto, and will deliver to the Representative conformed copies of each of the foregoing (excluding such exhibits, consents and certificates) for distribution to the Purchasers. The Company shall use its best efforts will also deliver to cause the Registration Statement Purchasers, through the Representative, as soon as practicable after the date hereof and thereafter from time to time, as many copies of the Prospectus and any amendments or supplements thereto to become effective as promptly as practicable and the Representative may reasonably request for the purposes contemplated by the 1933 Act. (b) The Company will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to the Prospectus or file (including any document filing under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Underwriter and confirm by notice in writing: (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii462(b) of the issuance by the Commission of any stop order 1933 Act Regulations) or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment to the Registration Statement or make any amendment or supplement to the Prospectus (including any Term Sheet) of which the Representative shall not previously have been advised or for additional informationwhich shall have been reasonably disapproved in writing by the Representative or Cahill Gordon & ▇▇▇▇▇▇▇. (▇) ▇▇e Company will pay or cause to be paid (i) all expenses in connection with (A) the preparation and filing by it of the Registration Statement, (B) the preparation, printing, issuance and delivery of the Bonds as provided in paragraph 6 hereof, (C) the preparation, execution, filing and recording of the Indenture and the Supplemental Indenture and the preparation of this Contract, (D) the preparation, issuance and delivery of the Class A Bonds, (E) the preparation, execution, filing and recording of the indenture supplemental to the PSCO 1939 Mortgage creating the Class A Bonds (the "1939 Mortgage Supplemental Indenture"), and (F) the printing and delivery to the Purchasers, through the Representative, in reasonable quantities, of copies of the Registration Statement and the Prospectus, and any amendments or supplements thereto (except as otherwise provided in subparagraph (d) of this paragraph 7), this Contract, the Indenture and the Supplemental Indenture, (ii) the fees and disbursements of the Company's counsel and accountants related to the preparation of the Registration Statement and Prospectus, the issuance and sale of the Bonds and issuance and delivery of the Class A Bonds, (iii) the expenses incurred in connection with the qualification of the Bonds under securities laws in accordance with subparagraph (g) of this paragraph 7, including filing fees and reasonable fees and disbursements of Cahill Gordon & Reinde▇ ▇▇ co▇▇▇▇▇▇▇n therewith and in connection with the preparation of the Blue Sky Survey and the Legal Investment Survey, if any, and (iv) all taxes, if any (except transfer taxes), on the issuance of the Bonds. If the Commission this Contract is terminated in accordance with subparagraph (a)(i), (a)(ii) or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any time(b) of paragraph 12 hereof, the Company will reimburse the Purchasers for all their out-of-pocket expenses, including the fee and disbursements of Cahill Gordon & Reindel. ▇▇▇ ▇▇▇▇▇▇▇ wi▇▇ ▇▇▇ in any event be liable to any of the Purchasers for damages on account of the loss of anticipated profits. (d) If, at any time when a prospectus relating to the Bonds is required to be delivered under the 1933 Act, the Prospectus, as it may then have been amended or supplemented, would, in the opinion of the Company or the Representative, include an untrue statement of a material fact or omit to state a material fact necessary in order to make every the statements therein, in the light of the circumstances under which they were made, not misleading, or if, at such time, it shall be necessary to amend or supplement the Prospectus, as it may then have been amended or supplemented, in order to comply with Section 10 of the 1933 Act or the 1933 Act Regulations, the Company will, subject to Section 7(b) hereof, forthwith prepare and file with the Commission an amendment or supplement which will correct such statement or omission or effect such compliance and will furnish a reasonable effort to obtain promptly the lifting number of such order.copies thereof to

Covenants of the Company. The Company covenants and agrees with the Underwriter as followsthat: (a) The Company shall will use its best efforts to cause the Registration Statement and any amendments thereto amendment thereto, if not effective at the time and date that this Agreement is executed and delivered by the parties hereto, to become effective. If the Registration Statement has become or becomes effective as promptly as practicable pursuant to Rule 430A of the Rules and Regulations, or the filing of the Prospectus is otherwise required under Rule 424(b) of the Rules and Regulations, the Company will file the Prospectus, properly completed, pursuant to the applicable paragraph of Rule 424(b) of the Rules and Regulations within the time period prescribed and will not at any time, whether before or after the effective date provide evidence satisfactory to you of such timely filing. The Company will promptly advise you (i) of the Registration Statementreceipt of any comments of the Commission, file (ii) of any request of the Commission for amendment of or supplement to the Registration Statement (either before or supplement to after it becomes effective), any Preliminary Prospectus or the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or for additional information, (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Underwriter and confirm by notice in writing: (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A Statement shall have become effective and when any post-effective amendment to the Registration Statement becomes effective; (iiiv) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission or regulatory authority shall enter a any such stop order or suspend such qualification at any time, the Company will make every reasonable effort use its best efforts to obtain promptly the lifting of such orderorder at the earliest possible moment. The Company will not file any amendment or supplement to the Registration Statement (either before or after it becomes effective), any Preliminary Prospectus or the Prospectus of which you have not been furnished with a copy a reasonable time prior to such filing or to which you reasonably object or which is not in compliance with the Act and the Rules and Regulations. (b) The Company will prepare and file with the Commission, promptly upon your request, any amendments or supplements to the Registration Statement or the Prospectus which in your judgment may be necessary or advisable to enable the several Underwriters to continue the distribution of the Common Shares and will use its best efforts to cause the same to become effective as promptly as possible. The Company will fully and completely comply with the provisions of Rule 430A of the Rules and Regulations with respect to information omitted from the Registration Statement in reliance upon such Rule. (c) If at any time within the nine-month period referred to in Section 10(a)(3) of the Act during which a prospectus relating to the Common Shares is required to be delivered under the Act any event occurs, as a result of which the Prospectus, including any amendments or supplements, would include an untrue statement of a material fact, or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, or if it is necessary at any time to amend the Prospectus, including any amendments or supplements, to comply with the Act or the Rules and Regulations, the Company will promptly advise you thereof and will promptly prepare and file with the Commission, at its own expense, an amendment or supplement which will correct such statement or omission or an amendment or supplement which will effect such compliance and will use its best efforts to cause the same to become effective as soon as possible; and, in case any Underwriter is required to deliver a prospectus after such nine-month period, the Company upon request, but at the expense of such Underwriter, will promptly prepare such amendment or amendments to the Registration Statement and such Prospectus or Prospectuses as may be necessary to permit compliance with the requirements of Section 10(a)(3) of the Act. (d) As soon as practicable, but not later than 45 days after the end of the first quarter ending after one year following the "effective date of the Registration Statement" (as defined in Rule 158(c) of the Rules and Regulations), the Company will make generally available to its security holders an earnings statement (which need not be audited) covering a period of 12 consecutive months beginning after the effective date of the Registration Statement which will satisfy the provisions of the last paragraph of Section 11(a) of the Act. (e) During such period as a prospectus is required by law to be delivered in connection with sales by an Underwriter or dealer, the Company, at its expense, but only for the nine-month period referred to in Section 10(a)(3) of the Act, will furnish to you or mail to your order copies of the Registration Statement, the Prospectus, the Preliminary Prospectus and all amendments and supplements to any such documents in each case as soon as available and in such quantities as you may request, for the purposes contemplated by the Act, and will file, on a timely basis, with the Commission and the Nasdaq National Market all reports and documents required to be filed under the Exchange Act. (f) The Company shall cooperate with you and your counsel in order to qualify or register the Common Shares for sale under (or obtain exemptions from the application of) the Blue Sky laws of such jurisdictions as you designate, will comply with such laws and will continue such qualifications, registrations and exemptions in effect so long as reasonably required for the distribution of the Common Shares. The Company shall not be required to qualify as a foreign corporation or to file a general consent to 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. The Company will advise you promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Common Shares for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company, with your cooperation, will use its best efforts to obtain the withdrawal thereof. (g) During the period of five years hereafter, the Company will furnish to the Representatives and, upon request of any Representative, to each of the other Underwriters: (i) as soon as practicable after the end of each fiscal year, copies of the Annual Report of the Company containing the balance sheet of the Company as of the close of such fiscal year and statements of income, stockholders' equity and cash flows for the year then ended and the opinion thereon of the Company's independent public accountants; (ii) as soon as practicable after the filing thereof, copies of each proxy statement, Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other report filed by the Company with the Commission, the NASD or any securities exchange; and (iii) as soon as available, copies of any report or communication of the Company mailed generally to holders of its Common Stock. (h) During the period of 90 days following the date that any of the Common Shares are released by you for sale to the public (the "Release Period"), without the prior written consent of ▇▇▇▇▇▇▇▇▇▇ Securities (which consent may be withheld at the sole discretion of ▇▇▇▇▇▇▇▇▇▇ Securities), the Company will not issue, offer, pledge, sell, grant options to purchase or otherwise dispose of, directly or indirectly, any of the Company's equity securities or any other securities convertible into or exchangeable with its Common Stock or other equity security, other than (i) the Company's issuance of Common Stock upon the exercise of warrants and stock options that are presently outstanding and described as such in the Prospectus or any other issuance of Common Stock hereafter under the option or equity incentive plans described in the Prospectus, (ii) the Company's issuance of Common Stock under the employee stock purchase plan described in the Prospectus and (iii) the Company's issuance of shares of Common Stock in an acquisition of another corporation or entity provided that (1) such shares represent less than 20% of the Company's then outstanding shares of Common Stock and (2) the individuals or entities to whom such shares are issued agree in writing with ▇▇▇▇▇▇▇▇▇▇ Securities that such shares may not be resold during the Release Period. (i) The Company will apply the net proceeds of the sale of the Common Shares sold by it substantially in accordance with its statements under the caption "Use of Proceeds" in the Prospectus. (j) The Company will use its best efforts to qualify or register if necessary its Common Stock for sale in non-issuer transactions under (or obtain exemptions from the application of) the Blue Sky laws of the State of California (and thereby permit market making transactions and secondary trading in the Company's Common Stock in California), will comply with such Blue Sky laws and will continue such qualifications, registrations and exemptions in effect for a period of five years after the date hereof. (k) The Company will use its best efforts to maintain the listing of its Common Stock on the Nasdaq National Market.

Covenants of the Company. The Company covenants and agrees with you and the Underwriter as followsseveral Underwriters participating in the Offering of any Series of Certificates that: (a) The In connection with the execution of each Terms Agreement, the Company shall use its best efforts will prepare a Prospectus Supplement to cause be filed under the Registration Statement Act setting forth the principal amount of Certificates covered thereby and their terms not otherwise specified in the Prospectus, the price at which the Certificates are to be purchased by the Underwriters from the Company, either the initial public offering price or the method by which the price at which the Certificates are to be sold will be determined, the selling concession and reallowance, if any, any delayed delivery arrangements, and such other information as you and the Company deem appropriate in connection with the offering of the Certificates, but the Company will not file any amendments thereto to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement any amendments or supplements to the Prospectus Prospectus, unless it shall first have delivered copies of such amendments or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter supplements to you, and you shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge objected thereto promptly after receipt thereof, the . The Company will advise the Underwriter and confirm by notice in writing: you or your counsel promptly (i) when notice is received from the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when Commission that any post-effective amendment to the Registration Statement becomes has become or will become effective; , and (ii) of the issuance by the Commission of any stop order or communication suspending or preventing, or threatening to suspend or prevent, the offer and sale of the initiationCertificates, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction examinations that may lead to such an order or communication, whether by or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any authority administering any state securities commission or regulatory authority shall enter a stop Blue Sky law, as soon as the Company is advised thereof, and will use its best efforts to prevent the issuance of any such order or suspend communication and to obtain as soon as possible its lifting, if issued. (b) The Company will cause any Computational Materials and any Structural Term Sheets (each as defined in Section 8 below) with respect to each Series of Certificates that are delivered by the Underwriters to the Company pursuant to Section 8 to be filed with the Commission on a Current Report on Form 8-K (a "Current Report") pursuant to Rule 13a-11 under the Securities Exchange Act of 1934, as amended (the "Exchange Act") on the business day immediately following the day on which such qualification Computational Materials and Structural Term Sheets are delivered to counsel for the Company by any of the Underwriters prior to 10:30 a.m. (and will use its best efforts to cause such Computational Materials and Structural Term Sheets to be so filed prior to 2:00 p.m., New York time, on such business day), and will promptly advise you when such Current Report has been so filed. The Company will cause one Collateral Term Sheet (as defined in Section 9 below) with respect to an Offering of a Series that is delivered by any of the Underwriters to the Company in accordance with the provisions of Section 9 to be filed with the Commission on a Current Report pursuant to Rule 13a-11 under the Exchange Act on the business day immediately following the day on which such Collateral Term Sheet is delivered to counsel for the Company by any of the Underwriters prior to 10:30 a.m. In addition, if at any timetime prior to the availability of the related Prospectus Supplement, any of the Underwriters has delivered to any prospective investor a subsequent Collateral Term Sheet that reflects, in the reasonable judgment of such Underwriter and the Company, a material change in the characteristics of the Mortgage Loans for the related Series from those on which a Collateral Term Sheet with respect to the related Series previously filed with the Commission was based, the Company will cause any such Collateral Term Sheet that is delivered by such Underwriter to the Company in accordance with the provisions of Section 9 to be filed with the Commission on a Current Report on the business day immediately following the day on which such Collateral Term Sheet is delivered to counsel for the Company by such Underwriter prior to 2:00 p.m. In each case, the Company will promptly advise you when such Current Report has been so filed. Notwithstanding the four preceding sentences, the Company shall have no obligation to file any materials provided by any of the Underwriters pursuant to Sections 8 and 9 which (i) in the reasonable determination of the Company are not required to be filed pursuant to the Kidder Letters or the PSA Letter (each as defined in Section 8 b▇▇▇▇), or (ii) contain erroneous information or contain any untrue statement of a material fact or, when read in conjunction with the Prospectus and Prospectus Supplement, omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; it being understood, however, that the Company shall have no obligation to review or pass upon the accuracy or adequacy of, or to correct, any Computational Materials or ABS Term Sheets (as defined in Section 9 below) provided by such Underwriter to the Company pursuant to Section 8 or Section 9 hereof. The Company shall give notice to you and such Underwriter of its determination not to file any materials pursuant to clause (i) of the preceding sentence and agrees to file such materials if such Underwriter or you reasonably object to such determination within one business day after receipt of such notice. (c) If at any time when a Prospectus relating to the Certificates is required to be delivered under the Act any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend the Prospectus to comply with the Act, the Company promptly will prepare and file with the Commission an amendment or supplement which will correct such statement or omission or an amendment which will effect such compliance; provided, however, that the Company will not be required to file any such amendment or supplement with respect to any Computational Materials, Structural Term Sheets or Collateral Term Sheets incorporated by reference in the Prospectus other than any amendments or supplements of such Computational Materials or Structural Term Sheets that are furnished to the Company by the Underwriter pursuant to Section 8(e) hereof or any amendments or supplements of such Collateral Term Sheets that are furnished to the Company by the Underwriter pursuant to Section 9(d) hereof which are required to be filed in accordance therewith. (d) With respect to each Series of Certificates, the Company will make every reasonable effort generally available to obtain promptly the lifting holders of the Certificates and will deliver to you, in each case as soon as practicable, an earnings statement covering the twelve-month period beginning after the date of the Terms Agreement in respect of such orderSeries of Certificates, which will satisfy the provisions of Section 11 (a) of the Act with respect to the Certificates. (e) The Company will furnish to you copies of the Registration Statement (two of which will be signed and will include all documents and exhibits thereto or incorporated by reference therein), each related preliminary prospectus, the Prospectus, and all amendments and supplements to such documents, in each case as soon as available and in such quantities as you reasonably request. (f) The Company will arrange for the qualification of the Certificates for sale and the determination of their eligibility for investment under the laws of such jurisdictions as you reasonably designate and will continue such qualifications in effect so long as reasonably required for the distribution; provided, however, that the Company shall not be required to qualify to do business in any jurisdiction where it is not qualified on the date of the related Terms Agreement or to take any action which would subject it to general or unlimited service of process in any jurisdiction in which it is not, on the date of the related Terms Agreement, subject to such service of process. (g) The Company will pay all expenses incidental to the performance of its obligations under this Agreement and any Terms Agreement and will reimburse the Underwriters for any expenses (including fees and disbursements of counsel and accountants) incurred by them in connection with qualification of the Certificates and determination of their eligibility for investment under the laws of such jurisdictions as you designate and the printing of memoranda relating thereto, for any fees charged by the nationally recognized statistical rating agencies for the rating of the Certificates, for the filing fee of the National Association of Securities Dealers, Inc. relating to the Certificates, if applicable, and for expenses incurred in distributing preliminary prospectuses to the Underwriters. (h) During the period when a prospectus is required by law to be delivered in connection with the sale of the Certificates pursuant to this Agreement, the Company will file or cause to be filed, on a timely and complete basis, all documents that are required to be filed by the Company with the Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act. (i) So long as the Certificates of a Series shall be outstanding, the Company will deliver to you the annual statement of compliance delivered to the Trustee pursuant to the Pooling and Servicing Agreement and the annual statement of a firm of independent public accountants furnished to the Trustee pursuant to the Pooling and Servicing Agreement as soon as such statements are furnished to the Trustee.

Covenants of the Company. The Company covenants and agrees with the Underwriter Underwriters as follows: (a) The Company shall use its best efforts Company, on or prior to cause the Closing Date, will deliver to the Underwriters conformed copies of the Registration Statement as originally filed and of all amendments thereto, heretofore or hereafter made, including any amendments thereto to become post-effective amendment (in each case including all exhibits filed therewith, and including unsigned copies of each consent and certificate included therein or filed as promptly as practicable and will not at any timean exhibit thereto, whether before or after the effective date of the Registration Statementexcept exhibits incorporated by reference, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) unless specifically requested). As soon as the Company is advised thereof, it will advise the Representative orally of the issuance of any stop order under the 1933 Act with respect to the Registration Statement, or obtains knowledge the institution of any proceedings therefor, of which the Company shall have received notice, and will use its best efforts to prevent the issuance of any such stop order and to secure the prompt removal thereof, if issued. The Company will deliver to the Representative sufficient conformed copies of the Registration Statement, the Prospectus and the Final Supplemented Prospectus and of all supplements and amendments thereto (in each case without exhibits) for distribution to the Underwriters and, from time to time, as many copies of the Prospectus and the Final Supplemented Prospectus as the Underwriters may reasonably request for the purposes contemplated by the 1933 Act or the 1934 Act. (b) The Company will furnish the Underwriters with ▇▇▇▇▇▇ ▇f each amendment and supplement to the Final Supplemented Prospectus relating to the offering of the Senior Notes in such quantities as the Underwriters may from time to time reasonably request. If, during the period (not exceeding nine months) when the delivery of a prospectus shall be required by law in connection with the sale of any Senior Notes by an Underwriter, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Underwriters, shall occur, which in the opinion of the Company or of Underwriters' counsel should be set forth in a supplement to or an amendment of the Final Supplemented Prospectus, as the case may be, in order to make the Final Supplemented Prospectus not misleading in the light of the circumstances when it is delivered, or if for any other reason it shall be necessary during such period to amend or supplement the Final Supplemented Prospectus or to file under the 1934 Act any document incorporated by reference in the Preliminary Prospectus or Prospectus in order to comply with the 1933 Act or the 1934 Act, the Company forthwith will (i) notify the Underwriters to suspend solicitation of purchases of the Senior Notes and (ii) at its expense, make any such filing or prepare and furnish to the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Supplemented Prospectus which will supplement or amend the Final Supplemented Prospectus so that, as supplemented or amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Final Supplemented Prospectus is delivered, not misleading or which will effect any other necessary compliance. In case any Underwriter is required to deliver a prospectus in connection with the sale of any Senior Notes after the expiration of the period specified in the preceding sentence, the Company, upon the request of such Underwriter, will furnish to such Underwriter, at the expense of such Underwriter, a reasonable quantity of a supplemented or amended prospectus, or supplements or amendments to the Final Supplemented Prospectus, complying with Section 10(a) of the 1933 Act. During the period specified in the second sentence of this subsection, the Company will advise continue to prepare and file with the Underwriter Commission on a timely basis all documents or amendments required under the 1934 Act and confirm the rules and regulations thereunder; provided, that the Company shall not file such documents or amendments without also furnishing copies thereof prior to such filing to the Representative and Dewey Ballantine LLP. (c) The Company will endeavor, in coop▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇e Underwriters, to qualify the Senior Notes for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Representative may designate; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by notice the Company to be unduly burdensome. (d) The Company will make generally available to its security holders as soon as practicable but not later than 45 days after the close of the period covered thereby, an earnings statement of the Company (in writing: (i) when the Registration Statement, as amended, becomes effective, if form complying with the provisions of Rule 430A promulgated 158 of the rules and regulations under the Act will be relied upon, when 1933 Act) covering a twelve-month period beginning not later th▇▇ ▇▇▇ ▇irst day of the Prospectus has been filed Company's fiscal quarter next following the "effective date" (as defined in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii158) of the issuance Registration Statement. (e) As soon as practicable after the date of this Agreement, and in any event within the time prescribed by Rule 424 under the 1933 Act, to file the Final Supplemented Prospectus with the Commission and to advise the Representative of any stop order or such filing and to confirm such advice in writing. (f) During a period of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments 15 days from the Commission; and (v) date of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any timethis Agreement, the Company will make every reasonable effort not, without the Representative's prior written consent, directly or indirectly, sell, offer to obtain promptly sell, grant any option for the lifting sale of, or otherwise dispose of, any Senior Notes or any security convertible into or exchangeable into or exercisable for the Senior Notes or any debt securities substantially similar to the Senior Notes (except for the Senior Notes issued pursuant to this Agreement and the Company's $250,000,000 aggregate principal amount of such orderSeries T Senior Notes due February 15, 2033). The Representative agrees that commercial paper or other debt securities with scheduled maturities of less than one year are not subject to this Section 3(f).

Covenants of the Company. The Company covenants and agrees with the Underwriter as followsthat: (a) The Company shall use its best efforts to cause will (A) prepare and timely file with the Commission under Rule 424(b) under the Act a Prospectus in a form approved by the Underwriter containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rules 430A and any amendments thereto to become effective as promptly as practicable 430C under the Act, and will (B) not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or distribute an amendment or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; copy or (ii) to which the Underwriter shall have objected; reasonably objected in writing or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and RegulationsRegulations and (C) file on a timely basis all reports and any definitive proxy or information statements required to be filed by the Company with the Commission subsequent to the date of the Prospectus and prior to the termination of the offering of the Securities by the Underwriter. (b) As soon as the Company is advised or obtains knowledge thereof, the The Company will advise the Underwriter and confirm by notice in writing: promptly (iA) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when Statement or any post-effective amendment to thereto shall have become effective, (B) of receipt of any comments from the Commission, (C) of any request of the Commission for amendment of the Registration Statement becomes effective; or for supplement to the Prospectus or for any additional information, and (iiD) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the any Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or of the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension that purpose or pursuant to Section 8A of the qualification Act. The Company will use its best efforts to prevent the issuance of any such order and to obtain as soon as possible the lifting thereof, if issued. (c) The Company will cooperate with the Underwriter in endeavoring to qualify the Securities for offering sale under the securities laws of such jurisdictions as the Underwriter may reasonably have designated in writing and will make such applications, file such documents, and furnish such information as may be reasonably required for that purpose, provided the Company shall not be required to qualify as a foreign corporation or sale to file a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent. The Company will, from time to time, prepare and file such statements, reports, and other documents, as are or may be required to continue such qualifications in effect for so long a period as the Underwriter may reasonably request for distribution of the initiationSecurities. (d) The Company will deliver to, or upon the threateningorder of, the Underwriter, from time to time, as many copies of any proceeding for that purpose; Preliminary Prospectus as the Underwriter may reasonably request. The Company will deliver to, or upon the order of, the Underwriter during the period when delivery of a Prospectus (ivor, in lieu thereof, the notice referred to under Rule 173(a) under the Act) (the "Prospectus Delivery Period") is required under the Act, as many copies of the receipt Prospectus in final form, or as thereafter amended or supplemented, as the Underwriter may reasonably request. The Company will deliver to the Underwriter at or before the Closing Date, four signed copies of any comments from the Commission; Registration Statement and all amendments thereto including all exhibits filed therewith, and will deliver to the Underwriter such number of copies of the Registration Statement (vincluding such number of copies of the exhibits filed therewith that may reasonably be requested), and of all amendments thereto, as the Underwriter may reasonably request. (e) The Company will comply with the Act and the Rules and Regulations, and the Exchange Act, and the rules and regulations of any request by the Commission for thereunder, so as to permit the completion of the distribution of the Units as contemplated in this Agreement and the Prospectus. If during the period in which a prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Act) is required by law to be delivered by an Underwriter or dealer, any event shall occur as a result of which, in the judgment of the Company or in the reasonable opinion of the Underwriter, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or, if it is necessary at any time to amend or supplement the Prospectus to comply with any law, the Company promptly will prepare and file with the Commission an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended or supplemented will not be misleading, or so that the Prospectus will comply with the law. (f) If the General Disclosure Package is being used to solicit offers to buy the Units at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur as a result of which, in the judgment of the Company or in the reasonable opinion of the Underwriter, it becomes necessary to amend or supplement the General Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or to make the statements therein not conflict with the information contained in the Registration Statement then on file, or if it is necessary at any time to amend or supplement the General Disclosure Package to comply with any law, the Company promptly will prepare, file with the Commission (if required) and furnish to the Underwriter and any dealers an appropriate amendment or supplement to the Prospectus or for additional information. If General Disclosure Package. (g) The Company will make generally available to its security holders, as soon as it is practicable to do so, but in any event not later than 15 months after the Commission or any state securities commission or regulatory authority effective date of the Registration Statement, an earnings statement (which need not be audited) in reasonable detail, covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement, which earnings statement shall enter a stop order or suspend satisfy the requirements of Section 11(a) of the Act and Rule 158 under the Act and will advise the Underwriter in writing when such qualification at any timestatement has been so made available. (h) Prior to the Closing Date, the Company will make every reasonable effort furnish to the Underwriter, as soon as they have been prepared by or are available to the Company, a copy of any unaudited interim financial statements of the Company for any period subsequent to the period covered by the most recent financial statements appearing in the Registration Statement and the Prospectus. (i) The Company hereby agrees that until the Company consummates a Business Combination, it shall not issue any shares of Common Stock or any options or other securities convertible into Common Stock, or any shares of preferred stock which participate in any manner in the Trust Account or which vote as a class with the Common Stock on the Business Combination. (j) The Company will use its best efforts to effect and maintain the listing of the Securities on the American Stock Exchange. For a period of at least four years from the Effective Date, or until such earlier time upon which the Company is required to be liquidated, the Company will use its best efforts to maintain the registration of the Units, Common Stock and Warrants under the provisions of the Exchange Act. The Company will not deregister the Units under the Exchange Act without the prior written consent of the Underwriter. (k) The Company shall apply the net proceeds of its sale of the Securities as set forth in the Registration Statement and the Prospectus and shall file such reports with the Commission with respect to the sale of the Securities and the application of the proceeds therefrom as may be required in accordance with Rule 463 under the Act. (l) The Company shall not invest, or otherwise use the proceeds received by the Company from its sale of the Securities in such a manner as would require the Company or any of the Subsidiaries to register as an investment company under the 1940 Act. (m) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar for the Common Stock. (n) The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company. (o) The Company will comply with all applicable securities and other applicable laws, rules and regulations in each jurisdiction in which the Directed Securities are offered in connection with the Directed Unit Program. (p) In no event will the fees payable under the Services Agreement be more than $7,500 per month in the aggregate. (q) Except as set forth in this paragraph 4(q), the Company shall not pay any Initial Stockholder or any of their affiliates any fees or compensation from the Company, for services rendered to the Company prior to, or in connection with, the consummation of a Business Combination; provided that the Initial Stockholders shall be entitled to reimbursement from the Company for their out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination. (r) The Company will reserve and keep available that maximum number of its authorized but unissued securities which are issuable upon exercise of any of the Securities outstanding from time to time. (s) Prior to the consummation of a Business Combination or the liquidation of the Trust Account, the Company shall not issue any shares of Common Stock, Warrants or any options or other securities convertible into Common Stock, or any shares of preferred stock which participate in any manner in the Trust Account or which vote as a class with the Common Stock on a Business Combination. (t) The Company agrees that it will use its best efforts to prevent the Company from becoming subject to Rule 419 under the Act prior to the consummation of any Business Combination. (u) The Company hereby agrees that prior to commencing its due diligence investigation of any operating business which the Company seeks to acquire for its initial Business Combination ("Target Business") or obtaining the services of any vendor or service provider or other entity, it will use its best efforts to cause the Target Business or vendor or service provider or other entity with which the Company executes an agreement to execute a waiver letter in the form attached hereto as Exhibit A and Exhibit B. It is understood that the Company may not be able to obtain such letters in some or all circumstances and that, nonetheless, the Company may still proceed with such due diligence investigations and enter into agreements with such parties or obtaining of services, as applicable. In the event that a vendor or Target Business refuses to enter into such a waiver letter, the Company may engage such vendor or commence due diligence investigations of, or enter into discussions with, such Target Business, provided the Company determines that it would be unable to obtain, on reasonable terms, substantially similar services or opportunities from another entity willing to enter into such a waiver. (v) Prior to the consummation of the initial Business Combination, the Company will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and in the event that the Company does not effect a Business Combination within 18 months from the consummation of this offering (subject to extension for an additional six-month period, as described in the Statutory Prospectus and the Prospectus), the Company will promptly adopt a plan of distribution of its assets and initiate procedures for its dissolution. Upon the lifting approval of the stockholders of the Company's dissolution and plan of distribution of assets, the Company will distribute to all holders of the Common Stock issued as part of the Units in this offering ("IPO Shares") an aggregate sum equal to the Company's "Liquidation Value." The Company's "Liquidation Value" shall mean the amount of funds in the Trust Account (including (a) the proceeds held in the Trust Account from this Offering and the Private Placement, (b) the amount held in the Trust Account representing the Deferred Underwriting Discount and (c) any interest income earned on the funds held in the Trust Account, net of taxes payable). Only holders of IPO Shares shall be entitled to receive liquidating distributions and the Company shall pay no liquidating distributions with respect to any other shares of capital stock of the Company. With respect to the initial Business Combination Vote, the Company shall cause the Initial Stockholders to vote all their IPO Shares and any other shares of Common Stock held by them, whenever and however acquired, in accordance with the vote of a majority of the Public Stockholders (as defined below). At the time the Company seeks approval of the initial Business Combination, the Company will offer to each holder of IPO Shares other than the Initial Stockholders (the "Public Stockholders") the right to convert their IPO Shares at a per share conversion price (the "Conversion Price"), calculated as of two business days prior to the consummation of such orderproposed Business Combination, equal to (A) the amount in the Trust Account inclusive of (x) the proceeds from this Offering and the Private Placement held in trust and (y) any interest income earned on the funds held in the Trust Account but exclusive of (1) taxes payable on any amount in the Trust Account, (2) $1.35 million of interest earned on the Trust Account which may be released to the Company to cover a portion of its operating expenses and (3) the Deferred Underwriting Discount divided by (B) the total number of IPO Shares. If a majority of the shares voted by the holders of IPO Shares are voted to approve the initial Business Combination, and if holders of less than 20% in interest of the IPO Shares vote against such approval of a Business Combination and elect to convert their IPO Shares, the Company may, but will not be required to, proceed with such Business Combination. If the Company elects to so proceed, it will convert shares, based upon the Conversion Price, from those holders of IPO Shares who affirmatively requested such conversion and who voted against the Business Combination. Only Public Stockholders shall be entitled to receive distributions from the Trust Account in connection with the approval of an initial Business Combination, and the Company shall pay no distributions with respect to any other holders or shares of capital stock of the Company. If holders of 20% or more in interest of the IPO Shares vote against approval of a potential Business Combination and elect to convert their IPO Shares, the Company will not proceed with such Business Combination and will not convert such shares.

Covenants of the Company. The Company covenants and agrees with the Underwriter as followseach ------------------------ Purchaser that: (a) The Company shall use its best efforts will promptly deliver to cause the Registration Statement Representative two signed copies of the registration statement relating to the Notes as originally filed and of all amendments thereto heretofore or hereafter made (in each case including all Incorporated Documents and exhibits thereto, other than exhibits incorporated by reference), and including a signed copy of each consent and certificate included therein or filed as an exhibit thereto, and will deliver to the Representative conformed copies of each of the foregoing (excluding such exhibits, consents and certificates) for distribution to the Purchasers. The Company will also deliver to the Purchasers, through the Representative, as soon as practicable after the date hereof and thereafter from time to time, as many copies of the Prospectus and any amendments or supplements thereto to become effective as promptly as practicable and the Representative may reasonably request for the purposes contemplated by the 1933 Act. (b) The Company will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement (including any filing under Rule 462(b) of the 1933 Act Regulations) or make any amendment or supplement to the Prospectus or file (including any document under the Exchange Act: (iTerm Sheet) before termination of the offering of the Securities by the Underwriter which the Underwriter Representative shall not previously have been advised or which shall have been reasonably disapproved in writing by the Representative or ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇. (c) The Company will pay or cause to be paid (i) all expenses in connection with (A) the preparation and furnished with a copy; filing by it of the Registration Statement, (B) the preparation, printing, issuance and delivery of the Notes as provided in paragraph 6 hereof, (C) the preparation, execution, filing and recording of the Indenture and the Supplemental Indenture, (D) the preparation of this Contract, and (E) the printing and delivery to the Purchasers, through the Representative, in reasonable quantities, of copies of the Registration Statement and the Prospectus, and any amendments or supplements thereto (except as otherwise provided in subparagraph (d) of this paragraph 7), this Contract, the Indenture and the Supplemental Indenture, (ii) the fees and disbursements of the Company's counsel and accountants related to which the Underwriter shall have objected; or preparation of the Registration Statement and Prospectus, the issuance and sale of the Notes, (iii) which the expenses incurred in connection with the qualification of the Notes under securities laws in accordance with subparagraph (g) of this paragraph 7, including filing fees and reasonable fees and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ in connection therewith and in connection with the preparation of the Blue Sky Survey and the Legal Investment Survey, if any, and (iv) all taxes, if any (except transfer taxes), on the issuance of the Notes. If this Contract is terminated in accordance with subparagraph (a)(i), (a)(ii) or (b) of paragraph 13 hereof, the Company will reimburse the Purchasers for all their out-of-pocket expenses, including the fee and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇. The Company will not in compliance with any event be liable to any of the Purchasers for damages on account of the loss of anticipated profits. (d) If, at any time when a prospectus relating to the Notes is required to be delivered under the 1933 Act, the Exchange Prospectus, as it may then have been amended or supplemented, would, in the opinion of the Company or the Representative, include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if, at such time, it shall be necessary to amend or supplement the Prospectus, as it may then have been amended or supplemented, in order to comply with Section 10 of the 1933 Act or the Rules 1933 Act Regulations, the Company will, subject to Section 7(b) hereof, forthwith prepare and file with the Commission an amendment or supplement which will correct such statement or omission or effect such compliance and will furnish a reasonable number of copies thereof to the Representative. During the first nine months after the date hereof, the cost of so preparing, filing and furnishing such amendment or supplement will be borne by the Company and, thereafter, by the Purchasers who request the same; provided, however, that should such amendment or supplement relate solely to the activities of any Purchaser or Purchasers, then such cost shall in any event be borne by such Purchasers. For purposes of this subparagraph (d) the Company shall be entitled to assume that a prospectus relating to the Notes shall no longer be required to be delivered under the 1933 Act from and after the forty-fifth day after the date of this Contract, unless it shall have received from the Representative notice to the contrary. Whenever a prospectus shall be so required to be delivered, the Purchasers will deliver the Prospectus, as it may have been amended or supplemented at the time of such delivery. (e) The Company will make generally available to its security holders, as soon as practicable, an earnings statement (which need not be audited) of the Company (and its consolidated subsidiaries, if any) covering a period of 12 months beginning not later than the first day of the Company's fiscal quarter next following the date of this Contract and complying with Rule 158 of the 1933 Act Regulations. (bf) As soon The Company will comply with the requirements of Rule 430A of the 1933 Act Regulations and/or Rule 434 of the 1933 Act Regulations, if and as applicable, and during the Company period when a prospectus relating to the Notes is advised required to be delivered under the 1933 Act or obtains knowledge thereofthe 1934 Act, the Company will promptly advise the Underwriter and confirm Representative by notice telephone, promptly confirmed in writing: , (i) when of the Registration Statement, as amended, becomes effective, if the provisions effectiveness of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) of or the issuance by the Commission filing of any stop order supplement or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or amendment to the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (ivii) of the receipt of any comments from the Commission; and , (viii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If information and (iv) of the Commission or issuance of any state securities commission or regulatory authority shall enter a stop order under the 1933 Act with respect to the Registration Statement or suspend of the institution of any proceedings therefor of which the Company shall have received notice or become aware, and will use its best efforts to prevent the issuance of any such qualification at any timestop order and, if issued, to secure the prompt lifting or removal thereof. For purposes of this subparagraph (f), the Company shall be entitled to assume that a prospectus relating to the Notes shall no longer be required to be delivered under the 1933 Act from and after the forty- fifth day after the date of this Contract unless notified to the contrary by a Purchaser. (g) During the period of three months from the date of this Contract, the Company will make every reasonable effort to obtain promptly furnish such proper information as may lawfully be required and otherwise cooperate in qualifying the lifting Notes for offer and sale under the securities laws of such orderjurisdictions as the Representative may reasonably designate; provided, however, that the Company shall not be -------- ------- required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction, or to comply with any other requirement deemed by the Company to be unduly burdensome. (h) The Company, during the period when a prospectus relating to the Notes is required to be delivered under the 1933 Act, will (i) file promptly all documents required to be filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act and (ii) promptly notify the Representative by telephone and confirm in writing if the rating assigned by ▇▇▇▇▇'▇ Investors Service, Inc. or Standard & Poor's Ratings Group to any debt securities of the Company shall have been lowered or if ▇▇▇▇▇'▇ Investors Service, Inc. or Standard & Poor's Ratings Group shall have informed the Company or publicly announced that it has under surveillance or review, with possible negative implications, its rating of the Notes or any other debt securities of the Company. (i) Promptly after the execution and delivery of this Contract, the Company will transmit copies of the Prospectus to the Commission for filing pursuant to Rule 424 of the 1933 Act Regulations. If the Company elects to rely on Rule 434 of the 1933 Act, the Company will prepare a Term Sheet that complies with the requirements of Rule 434 of the 1933 Act Regulations and will transmit copies of the form of Prospectus complying with Rule 434(c)(2) of the 1933 Act in accordance with Rule 424 under the 1933 Act Regulations. (j) Between the date hereof and the date which is 10 days after the Closing Date, the Company will not, without the prior written consent of the Representative, offer or sell or enter into any agreement to sell, any of its other debt securities which are substantially similar to the Notes; it being understood that the Company may offer and sell or enter into an agreement to offer and sell subordinated debt securities in connection with an offering of trust offered preferred securities.

Covenants of the Company. The Company covenants and agrees with the Underwriter as follows: (aA) The Company shall use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable and will not at any time, whether before or after file with the effective date of the Registration Statement, file Commission any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter shall W.R. ▇▇▇▇▇▇▇▇▇ ▇▇▇ll not previously have been advised and furnished with a copy; copy a reasonable period of time prior to the proposed filing and as to which filing W.R. ▇▇▇▇▇▇▇▇▇ ▇▇▇ll not have given its consent or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules rules and Regulationsregulations of the Commission thereunder. (bB) As soon as the Company is advised or obtains knowledge thereof, the Company will advise W.R. ▇▇▇▇▇▇▇▇▇ (▇) of any request made by the Underwriter and confirm by notice in writing: (i) when Commission for amendment of the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when for supplement to the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; or for additional information, (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement theretoStatement, or the institution or threat of any action, investigation or proceeding for that purpose; , or (iii) of the issuance receipt by any state securities commission the Company of any proceedings for notification with respect to the suspension of the qualification of the Securities Shares or the Warrants for offering or sale in any jurisdiction or of the initiationjurisdiction, or the threatening, receipt by it of notice of the initiation or threatening of any proceeding for that purpose; . The Company will use its best efforts to prevent the issuance of any such order and, if issued, to obtain the lifting or withdrawal thereof as soon as possible. (ivC) The Company will (i) on or before each date on which a Closing occurs (each such date a "Closing Date" and collectively, the "Closing Dates"), deliver to W.R. ▇▇▇▇▇▇▇▇▇ ▇ ▇igned copy of the receipt Registration Statement as originally filed and of each amendment thereto filed prior to the time the Registration Statement became effective and, promptly upon the filing thereof, a signed copy of each post-effective amendment, if any comments from the Commission; and (v) of any request by the Commission for any amendment to the Registration Statement (together with, in each case, all exhibits thereto unless previously delivered to W.R. ▇▇▇▇▇▇▇▇▇), (ii) as promptly as possible deliver to W.R. ▇▇▇▇▇▇▇▇▇, ▇▇ such office as W.R. ▇▇▇▇▇▇▇▇▇ ▇▇▇ designate, as many copies of the Prospectus as W.R. ▇▇▇▇▇▇▇▇▇ ▇▇▇ reasonably request, and (iii) thereafter from time to time during the period in which a prospectus is required by law to be delivered by W.R. ▇▇▇▇▇▇▇▇▇ ▇▇ dealers, likewise send to W.R. ▇▇▇▇▇▇▇▇▇ ▇▇ many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended prospectus, filed by the Company with the Commission, as W.R. ▇▇▇▇▇▇▇▇▇ ▇▇▇ reasonably request for the purposes contemplated by the Act. (D) If at any time (i) during the period in which a prospectus is required by law to be delivered by W.R. ▇▇▇▇▇▇▇▇▇ ▇▇ dealers or (ii) prior to the Offering Termination Date any amendment event relating to or affecting the Company, or of which the Company shall be advised in writing by W.R. ▇▇▇▇▇▇▇▇▇, ▇▇all occur as a result of which it is necessary to supplement or amend the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser of the Shares or the Warrants, the Company will, subject to Section 5(a) hereof, forthwith prepare and file with the Commission a supplement to the Prospectus or for additional informationan amended prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleading. If The Company authorizes W.R. ▇▇▇▇▇▇▇▇▇ ▇▇ use the Commission Prospectus, as from time to time amended or any state securities commission supplemented, in connection with the sale of the Shares or regulatory authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.Warrants by W.R. ▇▇▇▇▇▇▇▇▇

Covenants of the Company. The Company covenants and agrees with each of the Underwriter Underwriters as follows: (a) The Company shall use its best efforts to cause the Registration Statement and any amendments thereto to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: Act (i) before termination of the offering of the Securities by the Underwriter Underwriters, which the Underwriter Underwriters shall not previously have been advised and furnished with a copy; , or (ii) to which the Underwriter Underwriters shall have objected; objected or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Underwriter Underwriters and confirm by notice in writing: (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) of of (c) The Company shall file the issuance Prospectus (in form and substance satisfactory to the Underwriters) or transmit the Prospectus by a means reasonably calculated to result in filing with the Commission pursuant to Rule 424(b)(1) (or, if applicable and if consented to by the Commission Underwriters pursuant to Rule 424(b)(4)) not later than the Commission's close of any stop order or business on the earlier of (i) the initiation, or second business day following the threatening execution and delivery of any proceeding, suspending this Agreement and (ii) the effectiveness fifth business day after the effective date of the Registration Statement Statement. (d) The Company will give the Underwriters notice of its intention to file or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for prepare any amendment to the Registration Statement (including any post-effective amendment) or any amendment or supplement to the Prospectus or (including any revised prospectus which the Company proposes for additional information. If use by the Underwriters in connection with the offering of the Securities which differs from the corresponding prospectus on file at the Commission at the time the Registration Statement becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the Rules and Regulations), will furnish the Underwriters with copies of any state such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and will not file any such prospectus to which the Underwriters or John▇▇▇ & ▇ont▇▇▇▇▇▇ ("▇nderwriters' Counsel") shall reasonably object. (e) The Company shall cooperate in good faith with the Underwriters, and Underwriters' Counsel, at or prior to the time the Registration Statement becomes effective, in endeavoring to qualify the Securities for offering and sale under the securities commission or regulatory authority laws of such jurisdictions as the Underwriters may reasonably designate, and shall enter a stop order or suspend cooperate with the Underwriters and Underwriters' Counsel in the making of such qualification at any timeapplications, and filing such documents and shall furnish such information as may be required for such purpose; provided, however, the Company will make every reasonable effort shall not be required to: (i) qualify as a foreign corporation or file a general consent to obtain promptly service of process in any such jurisdiction; or (ii) qualify or "blue sky" in any state which requires a lock-up of inside securities for a period greater than five (5) years. In each jurisdiction where such qualification shall be effected, the lifting of such order.Company will, unless the Underwriters

Covenants of the Company. The Company covenants and agrees with the Underwriter as follows: (a) The Company shall use its best efforts to cause will (i) prepare and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A and any amendments thereto to become effective as promptly as practicable and (ii) the Company will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter you shall not previously have been advised and furnished with a copy; copy or (ii) to which the Underwriter you shall have objected; reasonably objected in writing or (iii) which is not in compliance with the Act, the Exchange Securities Act or the Rules rules and Regulationsregulations of the Commission. (b) As soon as The Company will promptly notify each Underwriter in the event of (i) the request by the Commission for amendment of the Registration Statement or for supplement to the Prospectus or for any additional information, (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, (iii) the institution or notice of intended institution of any action or proceeding for that purpose, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the Shares for sale in any jurisdiction, or (v) the receipt by the Company of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort to prevent the issuance of such a stop order and, if such an order shall at any time be issued, to obtain the withdrawal thereof at the earliest possible moment. (c) The Company will (i) on or before the Closing Date, deliver to you a signed copy of the Registration Statement as originally filed and of each amendment thereto filed prior to the time the Registration Statement becomes effective and, promptly upon the filing thereof, a signed copy of each post-effective amendment, if any, to the Registration Statement (together with, in each case, all exhibits thereto unless previously furnished to you) and will also deliver to you, for distribution to the Underwriters, a sufficient number of additional conformed copies of each of the foregoing (but without exhibits) so that one copy of each may be distributed to each Underwriter, (ii) as promptly as possible deliver to you and send to the several Underwriters, at such office or offices as you may designate, as many copies of the Prospectus as you may reasonably request, and (iii) thereafter from time to time during the period in which a prospectus is required by law to be delivered by an Underwriter or dealer, likewise send to the Underwriters as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended prospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act. (d) If at any time during the period in which a prospectus is required by law to be delivered by an Underwriter or dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or obtains knowledge thereofof counsel for the Underwriters, to supplement or amend the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser of the Shares, the Company will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleading. If, after the initial public offering of the Shares by the Underwriters and during such period, the Underwriters shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Underwriter Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriters such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and confirm file with the Commission a supplement to the Prospectus or an amended prospectus setting forth such variation. The Company authorizes the Underwriters and all dealers to whom any of the Shares may be sold by notice in writing: (i) when the Registration Statementseveral Underwriters to use the Prospectus, as amendedfrom time to time amended or supplemented, becomes effective, if in connection with the provisions sale of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed Shares in accordance with said Rule 430A the applicable provisions of the Securities Act and when the rules and regulations thereunder for such period. (e) Prior to the filing thereof with the Commission, the Company will submit to you, for your information, a copy of any post-effective amendment to the Registration Statement becomes effective; (ii) of the issuance by the Commission of and any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or any amended prospectus proposed to be filed. (f) The Company will cooperate when and as requested by you, in the qualification of the Shares for additional offer and sale under the securities or blue sky laws of such jurisdictions as you may designate and, during the period in which a prospectus is required by law to be delivered by an Underwriter or dealer, in keeping such qualifications in good standing under said securities or blue sky laws; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. The Company will, from time to time, prepare and file such statements, reports, and other documents as are or may be required to continue such qualifications in effect for so long a period as you may reasonably request for distribution of the Shares. (g) During a period of five years commencing with the date hereof, the Company will furnish to you, and to each Underwriter who may so request in writing, copies of all periodic and special reports furnished to stockholders of the Company and of all information. If , documents and reports filed with the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any time(including the Report on Form SR required by Rule 463 of the Commission under the Securities Act). (h) Not later than the 45th day following the end of the fiscal quarter first occurring after the first anniversary of the Effective Date, the Company will make every generally available to its security holders an earnings statement which need not be certified by independent certified public accountants unless required by the Securities Act or the rules and regulations thereunder, but which shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder, covering a period of at least twelve months beginning with the day immediately succeeding the Effective Date. (i) The Company agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, including but not limited to all costs and expenses incident to (i) the preparation, printing, delivering and filing with the Commission and the NASD of the Registration Statement, any Preliminary Prospectus and the Prospectus, (ii) the preparation, printing and delivering to the Underwriters and, if applicable, the persons designated by them of copies of any Preliminary Prospectus and of the several documents required by paragraph (c) of this Section 5 to be so furnished, (iii) the printing of this Agreement and related documents delivered to the Underwriters, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 5, (v) the furnishing to you and the Underwriters of the reports and information referred to in paragraph (g) of this Section 5, (vi) the fees, costs, expenses and taxes (if any) relating to the delivery of stock to the Underwriters, (vii) costs of preparing, printing and delivering share certificates, (viii) fees and expenses of the transfer agent and registrar and (viii) fees and expenses associated with listing the Shares on any exchange or other market. (j) The Company agrees to reimburse you for the account of the several Underwriters, for blue sky fees and related disbursements (including reasonable effort counsel fees and reasonable disbursements and cost of printing memoranda for the Underwriters) paid by or for the account of the Underwriters or their counsel in qualifying the shares under state securities or blue sky laws and in the review of the offering by the NASD. (k) The Company acknowledges that the provisions of paragraphs (i) and (j) of this Section 5 are intended to obtain promptly relieve the lifting Underwriters from the payment of the expenses and costs which the Company hereby agrees to pay and shall not affect any agreement which the Company may make, or may have made, for the sharing of any such orderexpenses and costs. (l) The Company hereby agrees that, without the prior written consent of H.C. ▇▇▇▇▇▇▇▇▇▇ & ▇o., Inc., the Company will not, prior to the 455th day following the date the Registration Statement becomes effective, directly or indirectly, sell, offer to sell, pledge, contract to sell, grant any option to purchase or otherwise dispose of any shares of Common Stock owned beneficially or otherwise (including, without limitation, shares of Common Stock which may be deemed to be beneficially owned in accordance with the rules and regulations of the Securities and Exchange Commission and shares of Common Stock which may be issued upon exercise of a stock option or warrant) or any securities convertible into, derivative of or exercisable or exchangeable for such Common Stock, or file any registration statement or offering circular with respect to any of the foregoing except for (i) the issuance of shares of Common Stock upon the exercise of options to purchase Common Stock which are outstanding on the date hereof and (ii) the granting of options pursuant to the Company's existing stock option plan as in effect on the date of this agreement without amendment or other modification; provided however, that any shares issuable in respect of the options described in clause (i) or (ii) shall not be sold, offered for sale or otherwise transferred until the 455th day following the date the Registration Statement becomes effective. (m) If at any time during the 25-day period after the Registration Statement becomes effective any rumor, publication or event relating to or affecting the Company shall occur as a result of which in your opinion the market price for the shares has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus), the Company will, after written notice from you advising the Company to the effect set forth above, forthwith prepare, consult with you concerning the substance of, and disseminate a press release or other public statement, reasonably satisfactory to you, responding to or commenting on such rumor, publication or event. (n) The Company is familiar with the Investment Company Act of 1940, as amended, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner to ensure that the Company was not and will not be an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations thereunder. (o) The Company agrees to maintain directors' and officers' insurance in an amount not less than $2,000,000 for a period of two years from the date of this Agreement. (p) At the Closing Date, the Company will issue and sell to the Representative or, at its direction, to its bona fide officers or partners, as described below, for a total purchase price of $1.00, warrants entitling the holders thereof to purchase up to an aggregate of 190,000 shares of Common Stock (subject to adjustment) (the "Firm Warrants") for a period of [four (4)] years, such period to commence one year after the effective date of the Registration Statement (except as otherwise set forth in the Warrant Agreement referred to below). If the option granted by Section 2(c) hereof shall have been exercised not later than 10:00 a.m., Boston time, on the date two business days preceding the Closing Date, on the Closing Date, the Company will further issue and sell to the Representative or, at its direction, to its bona fide officers or partners, as described below, for a total purchase price of $1.00, warrants entitling the holders thereof to purchase up to an additional number of shares of Common Stock equal to 10% of the number of shares of Common Stock purchased by the Underwriters pursuant to such option (subject to adjustment) (the "Initial Closing Option Warrants") for a period of [four (4)] years, such period to commence one year after the effective date of the

Covenants of the Company. The Company covenants and agrees with the Underwriter as follows: (a) The Company shall use its best efforts to cause will (i) prepare and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A or, if filed, will file a post-effective amendment thereto with the Commission pursuant to and any amendments thereto to become effective as promptly as practicable in accordance with Rule 462(b) and will (ii) not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter you shall not previously have been advised and furnished with a copy; copy or (ii) to which the Underwriter you shall have objected; reasonably objected in writing or (iii) which is not in compliance with the Act, the Exchange Securities Act or the Rules rules and Regulationsregulations of the Commission. (b) As soon as The Company will promptly notify you in the event of (i) the request by the Commission for amendment of the Registration Statement or for supplement to the Prospectus or for any additional information, (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement, (iii) the institution or notice of intended institution of any action or proceeding for that purpose, (iv) the receipt by the Company of any notification with respect to the suspension of the qualification of the shares for sale in any jurisdiction, or (v) the receipt by it of notice of the initiation or threatening of any proceeding for such purpose. The Company will make every reasonable effort to prevent the issuance of such a stop order and, if such an order shall at any time be issued, to obtain the withdrawal thereof at the earliest possible moment. (c) The Company will (i) on or before the First Closing Date, deliver to you a signed copy of the Registration Statement as originally filed and of each amendment thereto filed prior to the time the Registration Statement becomes effective and, promptly upon the filing thereof, a signed copy of each post-effective amendment, if any, to the Registration Statement (together with, in each case, all exhibits thereto unless previously furnished to you) and will also deliver to you, for distribution to the Underwriters, a sufficient number of additional conformed copies of each of the foregoing (but without exhibits) so that one copy of each may be distributed to each Underwriter, (ii) as promptly as possible deliver to you and send to the several Underwriters, at such office or offices as you may designate, as many copies of the Prospectus as you may reasonably request, and (iii) thereafter from time to time during the period in which a prospectus is required by law to be delivered by an Underwriter or dealer, likewise send to the Underwriters as many additional copies of the Prospectus and as many copies of any supplement to the Prospectus and of any amended prospectus, filed by the Company with the Commission, as you may reasonably request for the purposes contemplated by the Securities Act. (d) If at any time during the period in which a prospectus is required by law to be delivered by an Underwriter or dealer any event relating to or affecting the Company, or of which the Company shall be advised in writing by you, shall occur as a result of which it is necessary, in the opinion of counsel for the Company or obtains knowledge thereofof counsel for the Underwriters, to supplement or amend the Prospectus in order to make the Prospectus not misleading in the light of the circumstances existing at the time it is delivered to a purchaser of the Shares, the Company will notify you and will forthwith prepare and file with the Commission a supplement to the Prospectus or an amended prospectus so that the Prospectus as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time such Prospectus is delivered to such purchaser, not misleading. If, after the initial public offering of the Shares by the Underwriters and during such period, the Underwriters shall propose to vary the terms of offering thereof by reason of changes in general market conditions or otherwise, you will advise the Underwriter Company in writing of the proposed variation, and, if in the opinion either of counsel for the Company or of counsel for the Underwriters such proposed variation requires that the Prospectus be supplemented or amended, the Company will forthwith prepare and confirm file with the Commission a supplement to the Prospectus or an amended prospectus setting forth such variation. The Company authorizes the Underwriters and all dealers to whom any of the shares may be sold by notice in writing: (i) when the Registration Statementseveral Underwriters to use the Prospectus, as amendedfrom time to time amended or supplemented, becomes effective, if in connection with the provisions sale of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed Shares in accordance with said Rule 430A the applicable provisions of the Securities Act and when the applicable rules and regulations thereunder for such period. (e) Prior to the filing thereof with the Commission, the Company will submit to you, for your information, a copy of any post-effective amendment to the Registration Statement becomes effective; (ii) of the issuance by the Commission of and any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or any amended prospectus proposed to be filed. (f) The Company will cooperate, when and as requested by you, in the qualification of the Shares for additional offer and sale under the securities or blue sky laws of such jurisdictions as you may designate and, during the period in which a prospectus is required by law to be delivered by an Underwriter or dealer, in keeping such qualifications in good standing under said securities or blue sky laws; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify as a foreign corporation in any jurisdiction in which it is not so qualified. The Company will, from time to time, prepare and file such statements, reports, and other documents as are or may be required to continue such qualifications in effect for so long a period as you may reasonably request for distribution of the shares. (g) During a period of five years commencing with the date hereof, the Company will furnish to you, and to each Underwriter who may so request in writing, copies of all periodic and special reports furnished to shareholders of the Company and of all information. If , documents and reports filed with the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any time(including the Report on Form SR required by Rule 463 of the Commission under the Securities Act). (h) Not later than the 45th day following the end of the fiscal quarter first occurring after the first anniversary of the Effective Date, the Company will make every generally available to its security holders an earnings statement in accordance with Section 11(a) of the Securities Act and Rule 158 thereunder. (i) The Company agrees to pay all costs and expenses incident to the performance of its obligations under this Agreement, including all costs and expenses incident to (i) the preparation, printing and filing with the Commission and the National Association of Securities Dealers, Inc. ("NASD") of the Registration Statement, any Preliminary Prospectus and the Prospectus, (ii) the furnishing to the Underwriters of copies of any Preliminary Prospectus and of the several documents required by paragraph (c) of this Section 5 to be so furnished, (iii) the printing of this Agreement and related documents delivered to the Underwriters, (iv) the preparation, printing and filing of all supplements and amendments to the Prospectus referred to in paragraph (d) of this Section 5, (v) the furnishing to you and the Underwriters of the reports and information referred to in paragraph (g) of this Section 5, (vi) the printing and issuance of stock certificates, including the transfer agent's fees, and (vii) the fees and disbursements of the counsel, the accountants and any other experts or advisors retained by the Company or its subsidiaries. (j) The Company agrees to reimburse you, for the account of the several Underwriters, for blue sky fees and related disbursements (including fees and disbursements of ▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel for the Underwriters, relating thereto, and cost of printing memoranda for the Underwriters) paid by or for the account of the Underwriters or their counsel in qualifying the shares under state securities or blue sky laws and in the review of the offering by the NASD. (k) The provisions of paragraphs (i) and (j) of this Section are intended to relieve the Underwriters from the payment of the expenses and costs which the Company hereby agrees to pay. (l) The Company hereby agrees that, without the prior written consent of ▇▇▇▇▇, ▇▇▇▇▇ & Company, the Company will not, for a period of 180 days following the Effective Date, (i) offer, sell, contract to sell, make any short sale, pledge, or otherwise dispose of, directly or indirectly, any shares of Common Stock or any options to acquire shares of Common Stock or securities convertible into or exchangeable or exercisable for or any other rights to purchase or acquire Common Stock (including without limitation, Common Stock of the Company which may (m) If at any time during the 25-day period after the Effective Date any rumor, publication or event relating to or affecting the Company shall occur as a result of which in your opinion the market price for the Shares has been or is likely to be materially affected (regardless of whether such rumor, publication or event necessitates a supplement to or amendment of the Prospectus), and you so advise the Company in writing, and the Company, in its sole judgment, determines to issue a press release or other public statement concerning such rumor, publication or event, the Company will consult with you before issuing, and provide you with the opportunity to review and comment upon, any such press release or other public statement. (n) The Company is familiar with the Investment Company Act of 1940, as amended, and has in the past conducted its affairs, and will in the future conduct its affairs, in such a manner to ensure that the Company was not and will not be an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations thereunder. (o) The Company will use its reasonable effort efforts to obtain promptly maintain the lifting inclusion of such orderthe Common Stock on the Nasdaq National Market (or on a national securities exchange) for a period of three years after the effective date of the Registration Statement.

Covenants of the Company. The Company covenants and agrees with the Underwriter as followsseveral Underwriters that: (a) The Company shall use its best efforts to will cause the Registration Statement Prospectus (or, if permitted by Rule 424(c) under the Act, the prospectus supplement relating to the Securities that forms a part thereof), properly completed, to be filed with the Commission pursuant to Rule 424(b)(2) (or, if applicable and consented to by you, pursuant to Rule 424(b)(5)) within the time periods prescribed by Rule 424(b) and Rule 430A, 430B or 430C under the Act; will file any amendments thereto Issuer Free Writing Prospectus to become effective as promptly as practicable the extent required by Rule 433 under the Act; and will not at provide evidence satisfactory to you of such timely filing. The Company will advise you promptly of any time, whether before proposal to amend or after the effective date of the Registration Statement, file any amendment to supplement the Registration Statement or supplement to the Prospectus (other than an amendment or file any document a supplement relating solely to an offering of securities other than the Securities or by reason of filing a report under the Exchange Act: (i) before termination of Act that is incorporated by reference in the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act Registration Statement or the Rules Prospectus and Regulations. (b) As soon as does not relate specifically to the Company is advised or obtains knowledge thereof, Securities); the Company will also advise the Underwriter and confirm by notice in writing: (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) you promptly of the issuance filing of any such amendment or supplement, and of the institution by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness proceedings in respect of the Registration Statement or any order preventing or suspending the use proceeding pursuant to Section 8A of the Preliminary Act, and will use its best efforts to prevent the issuance of any such stop order and to obtain as soon as possible its lifting if issued; before preparing, using, authorizing, approving, referring to or filing any Issuer Free Writing Prospectus, whether before or after the time that the Registration Statement becomes effective, the Company will furnish to the Underwriters and counsel for the Underwriters a copy of the proposed Issuer Free Writing Prospectus, for review and will not prepare, use, authorize, approve, refer to or file any such Issuer Free Writing Prospectus to which the Underwriters reasonably object. (b) (i) If at any time when a prospectus relating to the Securities is required to be delivered under the Act (or required to be delivered but for Rule 172 under the Act) any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact, or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it is necessary at any time to amend or supplement the Registration Statement or the Prospectus to comply with the Act, the Company promptly will prepare and file with the Commission an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and (ii) if at any time prior to the Closing Date any event shall occur or condition shall exist as a result of which the Time of Sale Information as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Company will immediately notify the Underwriters thereof and forthwith prepare and, subject to paragraph (a) above, file with the Commission (to the extent required) and furnish to the Underwriters and to such dealers as the Underwriters may designate, such amendments or supplements to the Time of Sale Information as may be necessary so that the statements in the Time of Sale Information as so amended or supplemented will not, in the light of the circumstances under which they were made, be misleading. The expense of complying with the requirements of this Section 5(b) shall be borne (1) during the period of nine months after the date of this Agreement, by the Company, and (2) after the expiration of such nine-month period, by you, if you request copies of the Prospectus or of an amendment or amendments of or a supplement or supplements to the Prospectus. (c) As soon as practicable but in no event later than 16 months after the date of this Agreement, the Company will make generally available to its security holders an earnings statement or statements of the Company and its subsidiaries that will satisfy the provisions of Section 11(a) of the Act and Rule 158 under the Act. (d) The Company will furnish to you copies of the Registration Statement (including all exhibits), the Prospectus, or any amendment or supplement theretoeach Issuer Free Writing Prospectus (to the extent not previously delivered) and all amendments and supplements to such documents, or the institution or proceeding for that purpose; in each case as soon as available in such quantities as you reasonably request (iii) and will make available to your counsel a manually executed copy of the issuance by any state securities commission Registration Statement and manually executed copies of any proceedings all amendments thereto to the extent not previously furnished to such counsel, in each case with all exhibits). (e) The Company will arrange for the suspension of the qualification of the Securities for offering sale and the determination of their eligibility for investment under the laws of such jurisdictions as you designate and will continue such qualifications in effect so long as required for the distribution; provided, however, that in connection therewith the Company shall not be required to qualify as a foreign corporation or sale to file a general consent to service of process in any jurisdiction or such jurisdiction. (f) During the period of the initiationtwo years hereafter, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from and if not publicly available through the Commission; and (v) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any time’s website, the Company will make every reasonable effort furnish to obtain promptly you from time to time, such information concerning the lifting Company as you may reasonably request. (g) The Company will pay all expenses incident to the performance of its obligations under this Agreement, and will reimburse you for any expenses (including fees and disbursements of counsel) incurred by you in connection with qualification of the Securities for sale and determination of their eligibility for investment under the laws of such orderjurisdictions as you designate and the printing of memoranda relating thereto and for any fees charged by investment rating agencies for the rating of the Securities. (h) From the date of this Agreement through the close of business on the Closing Date, the Company will not, without your prior consent, offer or sell, [any of its unsubordinated debt securities or] any of its subordinated debt securities (regardless of maturity) other than the Securities. (i) The Company will, pursuant to reasonable procedures developed in good faith, retain copies of each Issuer Free Writing Prospectus that is not filed with the Commission in accordance with Rule 433 under the Act.

Covenants of the Company. The Company covenants and agrees with the Underwriter as followsseveral Underwriters that: (a) The Company shall will use its best efforts to cause the Registration Statement Statement, if not effective at the Execution Time, and any amendments thereto amendment thereto, to become effective as promptly soon as reasonably practicable thereafter or, if the procedure in Rule 430A is followed, prepare and will not timely file with the Commission under Rule 424(b) a Final Prospectus containing information previously omitted at any time, whether before or after the effective date time of effectiveness of the Registration Statement, file any amendment Statement in reliance upon Rule 430A. Prior to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by Certificates, the Underwriter which Company will not file any amendment of the Underwriter shall not previously have been advised and furnished with a copy; Registration Statement or amendment or supplement (iiincluding the Final Prospectus or any Preliminary Final Prospectus) to the Base Prospectus or any Rule 462(b) Registration Statement unless the Company has furnished to each of the Underwriters a copy for its review prior to filing and will not file any such proposed amendment or supplement to which any of the Underwriter shall have objected; or (iii) Underwriters reasonably objects and which is not in compliance with the Act, the Exchange 1933 Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the . The Company will promptly advise the Underwriter and confirm by notice in writing: Underwriters (i) when the Registration Statement, as amendedif not effective at the Execution Time, becomes and any amendment thereto, shall have become effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, ; (ii) when the Prospectus has Final Prospectus, and any supplement thereto, shall have been filed in accordance with said the Commission pursuant to Rule 430A and when 424(b); (iii) when, prior to termination of the offering of the Certificates, any post-effective amendment to the Registration Statement becomes shall have been filed or become effective; (iiiv) of any request by the Commission for any amendment of the Registration Statement or supplement to the Final Prospectus or for any other additional information; (v) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or of any proceeding for that purpose; purpose and (iiivi) of the issuance receipt by any state securities commission the Company of any proceedings for notification with respect to the suspension of the qualification of the Securities Certificates for offering or sale in any jurisdiction or of the initiation, or the threatening, initiation of any proceeding for that such purpose; . The Company will use its best efforts to prevent the issuance of any such stop order or the suspension of any such qualification and, if issued or suspended, to obtain as soon as possible the withdrawal thereof. (ivb) Prior to the filing thereof with the Commission, the Company will submit to each of the receipt Underwriters, for its approval after reasonable notice thereof, such approval not to be unreasonably withheld or delayed, a copy of any comments from post-effective amendment to the Commission; and (vRegistration Statement, any Rule 462(b) Registration Statement proposed to be filed or a copy of any request document proposed to be filed under the 1934 Act before the termination of the offering of the Certificates by the Underwriters if such document would be deemed to be incorporated by reference into the Registration Statement or Final Prospectus. (c) The Company will deliver to, or upon the order of, the Underwriters, from time to time, as many copies of any Preliminary Final Prospectus as the Underwriters may reasonably request. The Company will deliver to, or upon the order of, the Underwriters during the period when delivery of a Final Prospectus is required under the 1933 Act, as many copies of the Final Prospectus, or as thereafter amended or supplemented, as the Underwriters may reasonably request. The Company will deliver to the Underwriters at or before the Closing Date, two signed copies of the Registration Statement and all amendments thereto including all exhibits filed therewith, and will deliver to the Underwriters such number of copies of the Registration Statement (including such number of copies of the exhibits filed therewith that may reasonably be requested), including documents filed under the 1934 Act and deemed to be incorporated by reference therein, and of all amendments thereto, as the Underwriters may from time to time reasonably request. (d) The Company will, and will cause the Trust to, comply with the 1933 Act, the 1933 Act Regulations, the 1934 Act and the 1934 Act Regulations, so as to permit the completion of the distribution of the Certificates as contemplated in this Agreement and the Final Prospectus. If during the period in which a prospectus is required by law to be delivered by an Underwriter or dealer in connection with the sale of any Certificates, any event shall occur as a result of which, in the judgment of the Company or in the reasonable opinion of the Underwriters, it becomes necessary to amend or supplement the Final Prospectus in order to make the statements therein, in the light of the circumstances existing at the time the Final Prospectus is delivered to a purchaser, not misleading, or, if it is necessary at any time to amend or supplement the Final Prospectus to comply with any law or to file under the 1934 Act any document which would be deemed to be incorporated by reference in the Registration Statement to comply with the 1933 Act or the 1934 Act, the Company will promptly notify each of the Underwriters and will promptly either (i) prepare and file, or cause to be prepared and filed, with the Commission for any an appropriate amendment to the Registration Statement or any amendment or supplement to the Final Prospectus or for additional information. If (ii) prepare and file, or cause to be prepared and filed, with the Commission (at the expense of the Company) an appropriate filing under the 1934 Act which shall be incorporated by reference in the Final Prospectus so that the Final Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Final Prospectus will comply with applicable law. (e) The Company will cooperate with the Underwriters in endeavoring to qualify the Certificates for sale under the laws of such jurisdictions as the Underwriters may designate and will maintain such qualifications in effect so long as required for the distribution of the Certificates, except that the Company will not be obligated to qualify the Certificates in any state securities commission or regulatory authority shall enter a stop order or suspend jurisdiction in which such qualification at would require the Company to qualify to do business as a foreign corporation, file a general or unlimited consent to service of process or subject itself to taxation in any such jurisdiction to which it is not subject and will arrange for the determination of the legality of the Certificates for purchase by institutional investors. The Company will, from time to time, prepare and file such statements, reports, and other documents as are or may be required to continue such qualifications in effect for so long a period as the Underwriters may reasonably request for distribution of the Certificates. (f) The Company shall not invest, or otherwise use the proceeds received by the Company from its sale of the Certificates in such a manner as would require the Company, CPS or the Trust to register as an investment company under the 1940 Act. (g) Until the retirement of the Certificates, or until such time as the Underwriters shall cease to maintain a secondary market in the Certificates, whichever occurs first, the Company will deliver to each Underwriter the annual statements of compliance and the annual independent certified public accountant's reports furnished to the Trustee pursuant to the Pooling and Servicing Agreement, as soon as such statements and reports are furnished to the Trustee. (h) The Company or CPS shall, from the date hereof through and including the Closing Date, furnish, or cause to be furnished, or make every reasonable available, or cause to be made available, to each Underwriter or its counsel such additional documents and information regarding each of them and their respective affairs as each Underwriter may from time to time reasonably request and which the Company or CPS possess or can acquire without unreasonable effort or expense, including any and all documentation requested in connection with such Underwriter's due diligence efforts regarding information in the Registration Statement and the Final Prospectus and in order to obtain promptly evidence the lifting accuracy or completeness of any of the conditions contained in this Agreement; and all actions taken by the Company or CPS to authorize the sale of the Certificates shall be reasonably satisfactory in form and substance to each Underwriter. (i) The Company will cause the Trust to make generally available to Certificateholders as soon as practicable, but no later than sixteen months after the Effective Date, an earnings statement of the Trust covering a period of at least twelve consecutive months beginning after such Effective Date and satisfying the provisions of Section 11(a) of the Act (including Rule 158 promulgated thereunder). (j) So long as any of the Certificates are outstanding, the Company will furnish to the Underwriters copies of all reports or other communications (financial or otherwise) furnished or made available to Certificateholders, and deliver to the Underwriters during such period, (i) as soon as they are available, copies of any reports and financial statements filed by or on behalf of the Trust or the Company with the Commission pursuant to the Securities Exchange Act of 1934, as amended, and (ii) such additional information concerning the business and financial condition of the Company as the Underwriter may from time to time reasonably request. (k) On or before the Closing Date, the Company and CPS shall cause the respective computer records of the Company and CPS relating to the Receivables to be marked to show the Trustee's absolute ownership of the Receivables, and from and after the Closing Date neither the Company nor CPS shall take any action inconsistent with the Trustee's ownership of such orderReceivables, other than as expressly permitted by the Pooling and Servicing Agreement. (l) To the extent, if any, that the ratings provided with respect to the Certificates by either of the Rating Agencies is conditional upon the furnishing of documents or the taking of any other actions by the Company or CPS, CPS shall, or shall cause the Company to, furnish such documents and take any such other actions. (m) On the Closing Date, the Company and CPS shall cause the Certificate Insurer to issue the Policy to the Trustee for the benefit of the holders of the Certificates in form and substance satisfactory to each Underwriter.

Covenants of the Company. The In further consideration of the agreements contained herein of the Purchasers, the Company covenants and agrees with to the Underwriter several Purchasers as follows: (aA) The Company shall use its best efforts To furnish to cause the Purchasers or the Representatives a copy of the Registration Statement including the materials, if any, incorporated by reference therein, to timely file with the Commission any Prospectus relating to the offering of the Notes required to be filed by the Company pursuant to Rule 424(b) under the Act, and, during the period mentioned in Paragraph (E) below, to supply as many copies of the Prospectus, any documents incorporated by reference therein and any supplements and amendments thereto as the Purchasers or the Representatives may reasonably request. The terms “supplement” and “amendment” or “amend” as used in this Agreement shall include all documents filed by the Company with the Commission subsequent to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to or the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination date of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the ActBasic Prospectus, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Underwriter and confirm by notice in writing: (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Pricing Prospectus or the Prospectus, as the case may be, pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which are deemed to be incorporated by reference therein. (B) Before amending or supplementing the Registration Statement, the Basic Prospectus, the Pricing Prospectus or the Prospectus with respect to the Notes, to furnish to any Purchaser or the Representatives, and to counsel for the Purchasers, a copy of each such proposed amendment or supplement theretosupplement. (C) To pay the registration fees for the offering of the Notes within the time period required by Rule 456(b)(1)(i) under the Act (without giving effect to the proviso therein) and in any event prior to the Closing Date. The covenants in Paragraphs (D), or (E), (F) and (G) apply only to Reselling Purchasers: (D) The Company will notify the institution or proceeding for that purpose; Reselling Purchasers promptly, at any time prior to completion of the resale of the Notes by the Reselling Purchasers, and confirm the notice in writing, (iiii) of the issuance delivery to the Commission for filing any document to be filed pursuant to the Exchange Act which will be incorporated by any state securities commission of any proceedings for reference into the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiationRegistration Statement, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (vii) of any request by the Commission for any amendment or supplement to the Registration Statement or to any document incorporated by reference therein or for any additional information, (iii) of the issuance by the Commission of any order directed to the Registration Statement or any document incorporated therein by reference or the initiation or threat of any challenge by the Commission to the accuracy or adequacy of any document incorporated by reference in the Registration Statement, (iv) the issuance by the Commission of any order suspending the use of the Pricing Prospectus or the Prospectus or of the initiation or threatening of any proceeding for that purpose or pursuant to Section 8A of the Act, (v) of receipt by the Company of any notice of objection of the Commission to the use of the Registration Statement or any post-effective amendment thereto pursuant to Rule 401(g)(2) and (vi) of receipt by the Company of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose. (E) If, at any time prior to the completion of the resale of the Notes during which, in the opinion of counsel for the Reselling Purchasers, the Prospectus (or, in lieu thereof, the notice referred to in Rule 173 under the Act) is required by law to be delivered, any event shall occur as a result of which it is necessary to amend or supplement the Prospectus in order to make a statement therein, in light of the circumstances when the Prospectus is delivered to a subsequent purchaser, not materially misleading, or if it is otherwise necessary to amend or supplement the Prospectus to comply with applicable law, forthwith to prepare and furnish, at its own expense (unless such amendment shall relate to information furnished by the Purchasers or the Representatives by or on behalf of the Purchasers in writing expressly for use in the Prospectus), to the Reselling Purchasers, the number of copies requested by the Reselling Purchasers or the Representatives of either amendments or supplements to the Prospectus so that the statements in the Prospectus as so amended or for additional information. If supplemented will not, in light of the Commission circumstances when the Prospectus is delivered to a subsequent purchaser, be misleading or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any time, so that the Company Prospectus will make every reasonable effort to obtain promptly the lifting of such ordercomply with applicable law.

Covenants of the Company. The Company covenants and agrees with the Underwriter Underwriters as follows: (a) The Company shall use its best efforts Company, on or prior to cause the Closing Date, will deliver to the Underwriters conformed copies of the Registration Statement as originally filed and of all amendments thereto, heretofore or hereafter made, including any amendments thereto to become post-effective amendment (in each case including all exhibits filed therewith, and including unsigned copies of each consent and certificate included therein or filed as promptly as practicable and will not at any timean exhibit thereto, whether before or after the effective date of the Registration Statementexcept exhibits incorporated by reference, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) unless specifically requested). As soon as the Company is advised thereof, it will advise the Underwriters orally of the issuance of any stop order under the 1933 Act with respect to the Registration Statement, or obtains knowledge the institution of any proceedings therefor, of which the Company shall have received notice, and will use its best efforts to prevent the issuance of any such stop order and to secure the prompt removal thereof, if issued. The Company will deliver to the Underwriters sufficient conformed copies of the Registration Statement, the Preliminary Supplemented Prospectus, the Prospectus and the Final Supplemented Prospectus and of all supplements and amendments thereto (in each case without exhibits) for distribution to the Underwriters and, from time to time, as many copies of the Preliminary Supplemented Prospectus, the Prospectus and the Final Supplemented Prospectus as the Underwriters may reasonably request for the purposes contemplated by the 1933 Act or the 1934 Act. (b) The Company will furnish the Underwriters with copies of each amendment and supplement to the Preliminary Supplemented Prospectus and Final Supplemented Prospectus relating to the offering of the Senior Notes in such quantities as the Underwriters may from time to time reasonably request. If, during the period (not exceeding nine months) when the delivery of a prospectus shall be required by law in connection with the sale of any Senior Notes by an Underwriter, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Underwriters, shall occur, which in the opinion of the Company or of Underwriters' counsel should be set forth in a supplement to or an amendment of the Preliminary Supplemented Prospectus or the Final Supplemented Prospectus, as the case may be, in order to make the Preliminary Supplemented Prospectus or the Final Supplemented Prospectus not misleading in the light of the circumstances when it is delivered, or if for any other reason it shall be necessary during such period to amend or supplement the Preliminary Supplemented Prospectus or the Final Supplemented Prospectus or to file under the 1934 Act any document incorporated by reference in the Preliminary Prospectus or Prospectus in order to comply with the 1933 Act or the 1934 Act, the Company forthwith will (i) notify the Underwriters to suspend solicitation of purchases of the Senior Notes and (ii) at its expense, make any such filing or prepare and furnish to the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Preliminary Supplemented Prospectus or the Final Supplemented Prospectus which will supplement or amend the Preliminary Supplemented Prospectus or the Final Supplemented Prospectus so that, as supplemented or amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Preliminary Supplemented Prospectus or the Final Supplemented Prospectus is delivered, not misleading or which will effect any other necessary compliance. In case any Underwriter is required to deliver a prospectus in connection with the sale of any Senior Notes after the expiration of the period specified in the preceding sentence, the Company, upon the request of such Underwriter, will furnish to such Underwriter, at the expense of such Underwriter, a reasonable quantity of a supplemented or amended prospectus, or supplements or amendments to the Final Supplemented Prospectus, complying with Section 10(a) of the 1933 Act. During the period specified in the second sentence of this subsection, the Company will advise continue to prepare and file with the Underwriter Commission on a timely basis all documents or amendments required under the 1934 Act and confirm the rules and regulations thereunder; provided, that the Company shall not file such documents or amendments without also furnishing copies thereof prior to such filing to the Underwriters and Dewey Ballantine LLP. (c) The Company will endeavor, in ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ the Underwriters, to qualify the Senior Notes for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Underwriters may designate; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by notice the Company to be unduly burdensome. (d) The Company will make generally available to its security holders as soon as practicable but not later than 45 days after the close of the period covered thereby, an earnings statement of the Company (in writing: (i) when the Registration Statement, as amended, becomes effective, if form complying with the provisions of Rule 430A promulgated 158 of the rules and regulations under the Act will be relied upon, when 1933 Act) covering a twelve-month period beginning not later than the Prospectus has been filed first day of the Company's fiscal quarter next following the "effective date" (as defined in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii158) of the issuance Registration Statement. (e) As soon as practicable after the date of this Agreement, and in any event within the time prescribed by Rule 424 under the 1933 Act, to file the Final Supplemented Prospectus with the Commission and to advise the Underwriters of any stop order or such filing and to confirm such advice in writing. (f) During a period of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments 15 days from the Commission; and (v) date of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any timethis Agreement, the Company will make every reasonable effort not, without the Underwriters' prior written consent, directly or indirectly, sell, offer to obtain promptly sell, grant any option for the lifting sale of, or otherwise dispose of, any Senior Notes or any security convertible into or exchangeable into or exercisable for the Senior Notes or any debt securities substantially similar to the Senior Notes (except for the Senior Notes issued pursuant to this Agreement). The Underwriters agree that commercial paper or other debt securities with scheduled maturities of such orderless than one year are not subject to this Section 3(f).

Covenants of the Company. (a) The Company covenants and agrees with the Underwriter as follows: (ai) The Company shall will use its best efforts to cause the Registration Statement Statement, if not effective at the time of execution of this Agreement, and any amendments thereto thereto, to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to possible. The Company shall prepare the Prospectus or in a form approved by the Representatives and file any document such Prospectus pursuant to Rule 424(b) under the Exchange Act: (i) before termination Securities Act not later than the Commission’s close of business on the offering second business day following the execution and delivery of the Securities this Agreement, or, if applicable, such earlier time as may be required by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or Rules. (ii) to which the Underwriter The Company shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will promptly advise the Underwriter and confirm by notice Representatives in writing: writing (iA) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; shall have become effective or any supplement to the Prospectus shall have been filed, (iiB) of any request by the Commission for any amendment of the Registration Statement or the Prospectus or for any additional information, (C) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, preliminary prospectus or the institution or threatening of any proceeding for that purpose; purpose and (iiiD) of the issuance receipt by any state securities commission the Company of any proceedings for notification with respect to the suspension of the qualification of the Securities Shares for offering or sale in any jurisdiction or of the initiation, initiation or the threatening, threatening of any proceeding for that such purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for . The Company shall not file any amendment to of the Registration Statement or any amendment or supplement to the Prospectus or any document incorporated by reference in the Registration Statement unless the Company has furnished the Representatives a copy for additional informationits review prior to filing and shall not file any such proposed amendment or supplement to which the Representatives reasonably object. The Company shall use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (iii) If, at any time when a prospectus relating to the Shares is required to be delivered under the Securities Act and the Rules, any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply with the Securities Act or the Rules, the Company promptly shall prepare and file with the Commission, subject to the second sentence of paragraph (ii) of this Section 4(a), an amendment or supplement which shall correct such statement or omission or an amendment which shall effect such compliance. (iv) The Company shall make generally available to its security holders and to the Representatives as soon as practicable, but not later than 45 days after the end of the 12-month period beginning at the end of the fiscal quarter of the Company during which the Effective Date occurs (or 90 days if such 12-month period coincides with the Company’s fiscal year), an earning statement (which need not be audited) of the Company, which shall satisfy the provisions of Section 11(a) of the Securities Act or Rule 158 of the Rules. (v) The Company shall furnish to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including all exhibits thereto and amendments thereof) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and all amendments thereof and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Securities Act or the Rules, as many copies of any preliminary prospectus and the Prospectus and any amendments thereof and supplements thereto as the Representatives may reasonably request. If applicable, the copies of the Registration Statement and Prospectus and each amendment and supplement thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation S-T. (vi) The Company shall cooperate with the Representatives and their counsel in endeavoring to qualify the Shares for offer and sale in connection with the offering under the laws of such jurisdictions as the Representatives may designate and shall maintain such qualifications in effect so long as required for the distribution of the Shares; provided, however, that the Company shall not be required in connection therewith, as a condition thereof, to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or subject itself to taxation as doing business in any jurisdiction. (vii) The Company, during the period when the Prospectus is required to be delivered under the Securities Act and the Rules or the Exchange Act, will file all reports and other documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the regulations promulgated thereunder. (viii) Without the prior written consent of CIBC World Markets Corp. and Banc of America Securities LLC for a period of 30 days after the date of this Agreement, the Company shall not issue, sell or register with the Commission (other than on Form S-8 or on any successor form), or otherwise dispose of, directly or indirectly, any equity securities of the Company (or any state securities commission convertible into, exercisable for or regulatory authority exchangeable for equity securities of the Company), except for the issuance of the Shares pursuant to the Registration Statement and the issuance of shares pursuant to the Company’s existing stock option plans, employee stock purchase plan or bonus plan as described in the Registration Statement and the Prospectus. (ix) On or before completion of this offering, the Company shall enter a stop order or suspend such qualification at make all filings required under applicable securities laws and by the Nasdaq National Market (including any timerequired registration under the Exchange Act). (x) Prior to the Closing Date, the Company will make every issue no press release or other communications directly or indirectly and hold no press conference with respect to the Company, the condition, financial or otherwise, or the earnings, business affairs or business prospects of any of them, or the offering of the Shares without the prior written consent of the Representatives unless in the judgment of the Company and its counsel, and after notification to the Representatives, such press release or communication is required by law. (xi) The Company will apply the net proceeds from the offering of the Shares in the manner set forth under “Use of Proceeds” in the Prospectus. (b) The Company agrees to pay, or reimburse if paid by the Representatives, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, all costs and expenses incident to the public offering of the Shares and the performance of the obligations of the Company under this Agreement including those relating to: (i) the preparation, printing, filing and distribution of the Registration Statement including all exhibits thereto, each preliminary prospectus, the Prospectus, all amendments and supplements to the Registration Statement and the Prospectus and any document incorporated by reference therein, and the printing, filing and distribution of this Agreement; (ii) the preparation and delivery of certificates for the Shares to the Underwriters; (iii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of the various jurisdictions referred to in Section 4(a)(vi), including the reasonable effort fees and disbursements of counsel for the Underwriters in connection with such registration and qualification and the preparation, printing, distribution and shipment of preliminary and supplementary Blue Sky memoranda; (iv) the furnishing (including costs of shipping and mailing) to obtain promptly the lifting Representatives and to the Underwriters of copies of each preliminary prospectus, the Prospectus and all amendments or supplements to the Prospectus, and of the several documents required by this Section to be so furnished, as may be reasonably requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; (v) the filing fees of the NASD in connection with its review of the terms of the public offering and reasonable fees and disbursements of counsel for the Underwriters in connection with such orderreview; (vi) inclusion of the Shares for quotation on the Nasdaq National Market; and (vii) all transfer taxes, if any, with respect to the sale and delivery of the Shares by the Company to the Underwriters. Subject to the provisions of Section 7, the Underwriters agree to pay, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, all costs and expenses incident to the performance of the obligations of the Underwriters under this Agreement not payable by the Company pursuant to the preceding sentence, including, without limitation, the fees and disbursements of counsel for the Underwriters.

Covenants of the Company. The Company covenants and agrees with the Underwriter Underwriters as follows: (a) The Company shall use its best efforts Company, on or prior to cause the Closing Date and the Option Closing Date, as applicable, will deliver to the Underwriters conformed copies of the Registration Statement as originally filed and of all amendments thereto, heretofore or hereafter made, including any amendments thereto to become post-effective amendment (in each case including all exhibits filed therewith, and including unsigned copies of each consent and certificate included therein or filed as promptly as practicable and will not at any timean exhibit thereto, whether before or after the effective date of the Registration Statementexcept exhibits incorporated by reference, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) unless specifically requested). As soon as the Company is advised thereof, it will advise the Representatives orally of the issuance of any stop order under the 1933 Act with respect to the Registration Statement, or obtains knowledge the institution of any proceedings for that purpose or pursuant to Section 8A of the 1933 Act against the Company or related to the offering, of which the Company shall have received notice, and will use its best efforts to prevent the issuance of any such stop order and to secure the prompt removal thereof, if issued. The Company will deliver to the Underwriters sufficient conformed copies of the Registration Statement, the Base Prospectus, the Pricing Prospectus and the Final Supplemented Prospectus and of all supplements and amendments thereto (in each case without exhibits) for distribution to the Underwriters and, from time to time, as many copies of the Base Prospectus, the Pricing Prospectus and the Final Supplemented Prospectus as the Underwriters may reasonably request for the purposes contemplated by the 1933 Act or the ▇▇▇▇ ▇▇▇. (b) The Company will furnish the Underwriters with written or electronic copies of each amendment and supplement to the Final Supplemented Prospectus relating to the offering of the Corporate Units in such quantities as the Underwriters may from time to time reasonably request. If, during the period (not exceeding nine months) when the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the ▇▇▇▇ ▇▇▇) shall be required by law in connection with the sale of any Corporate Units by an Underwriter, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Representatives, shall occur, which in the opinion of the Company or of Underwriters’ counsel should be set forth in a supplement to or an amendment of the Final Supplemented Prospectus, as the case may be, in order to make the Final Supplemented Prospectus not misleading in light of the circumstances when it (or in lieu thereof, the notice referred to in Rule 173(a) under the ▇▇▇▇ ▇▇▇) is delivered, or if for any other reason it shall be necessary during such period to amend or supplement the Final Supplemented Prospectus or to file under the 1934 Act any document incorporated by reference in the Final Supplemented Prospectus in order to comply with the 1933 Act or the 1934 Act, the Company forthwith will (i) notify the Underwriters to suspend solicitation of purchases of the Corporate Units and (ii) at its expense, make any such filing or prepare and furnish to the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Supplemented Prospectus which will supplement or amend the Final Supplemented Prospectus so that, as supplemented or amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in light of the circumstances when the Final Supplemented Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the ▇▇▇▇ ▇▇▇) is delivered, not misleading or which will effect any other necessary compliance. In case any Underwriter is required to deliver a prospectus in connection with the sale of any Corporate Units after the expiration of the period specified in the preceding sentence, the Company, upon the request of such Underwriter, will furnish to such Underwriter, at the expense of such Underwriter, a reasonable quantity of a supplemented or amended prospectus, or supplements or amendments to the Final Supplemented Prospectus, complying with Section 10(a) of the 1933 Act. During the period specified in the second sentence of this subsection, the Company will advise continue to prepare and file with the Underwriter Commission on a timely basis all documents or amendments required under the 1934 Act and confirm the rules and regulations thereunder; provided, that the Company shall not file such documents or amendments without also furnishing copies thereof prior to such filing to the Representatives and Hunton ▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP. (c) The Company will endeavor, in cooperation with the Underwriters, to qualify the Corporate Units for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Representatives may designate; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by notice the Company to be unduly burdensome. (d) The Company will make generally available to its security holders as soon as practicable but not later than 45 days after the close of the period covered thereby, an earnings statement of the Company (in writing: (i) when the Registration Statement, as amended, becomes effective, if form complying with the provisions of Rule 430A promulgated 158 of the rules and regulations under the ▇▇▇▇ ▇▇▇) covering a twelve-month period beginning not later than the first day of the Company’s fiscal quarter next following the “effective date” (as defined in Rule 158) of the Registration Statement. (e) As soon as practicable after the date of this Agreement, and in any event within the time prescribed by Rule 424 under the 1933 Act, the Company will file the Final Supplemented Prospectus, in a form approved by the Representatives, such approval not to be unreasonably withheld, with the Commission and will advise the Representatives of such filing and will confirm such advice in writing. Furthermore, the Company will make any other required filings pursuant to Rule 433(d)(1) under the 1933 Act within the time required by such Rule. (f) The Company shall not, directly or indirectly, (i) offer, issue, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend or otherwise transfer or dispose of any Corporate Units, Purchase Contracts or shares of Common Stock or any security convertible into or exercisable or exchangeable for Corporate Units, Purchase Contracts or Common Stock (collectively, “Common Securities”), or file any Registration Statement under the 1933 Act with respect to any of the foregoing (other than a shelf registration statement from which no such securities are offered), or publicly announce the intention to do any of the foregoing or (ii) enter 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 shares of Common Stock or of Common Securities, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of shares of Common Stock or such Common Securities, in cash or otherwise, for a period of 45 days from the date hereof without the Underwriters’ prior written consent other than (A) any shares of Common Stock issued by the Company upon exercise of an option, warrant, or the conversion of a security outstanding on the date hereof; (B) any shares of Stock issued, or options to purchase such shares granted (or the filing of any registration statement relating to such shares or options) in connection with any of the Company’s or its subsidiaries’ employee benefit plans, employee stock purchase plans, non-employee director stock plans, dividend reinvestment plans, employee retirement plans and the Southern Investment Plan; or (C) any issuance by the Company of Common Stock in connection with acquisitions that close more than 45 days after the date hereof or any acquisition in which the party or parties receiving the Common Stock agree to be bound by the restrictions of this Section 4(f). (g) If at any time when Corporate Units remain unsold by the Underwriters, the Company receives from the Commission a notice pursuant to Rule 401(g)(2) under the 1933 Act or otherwise ceases to be eligible to use the automatic shelf registration statement form, the Company will be relied upon(i) promptly notify the Representatives, when (ii) promptly file a new registration statement or post-effective amendment on the Prospectus has been filed proper form relating to the Corporate Units, in accordance with said Rule 430A and when any a form satisfactory to the Representatives, (iii) use its reasonable best efforts to cause such registration statement or post-effective amendment to the Registration Statement becomes effective; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; be declared effective and (iv) promptly notify the Representatives of such effectiveness. The Company will take all other reasonable action necessary or appropriate to permit the public offering and sale of the receipt Corporate Units to continue as contemplated in the registration statement that was the subject of any comments from the Commission; and (vRule 401(g)(2) of any request by notice or for which the Commission for any amendment Company has otherwise become ineligible. References herein to the Registration Statement shall include such new registration statement or any amendment or supplement to post-effective amendment, as the Prospectus or for additional information. If the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any time, the case may be. (h) The Company will make every reasonable effort use its best efforts to obtain promptly effect the lifting listing of such orderthe Corporate Units on the New York Stock Exchange LLC (the “NYSE”).

Covenants of the Company. The Company covenants and agrees with the Underwriter as followsseveral Underwriters that: (a) The Company shall will (A) use its best efforts to cause prepare and timely file with the Registration Statement and any amendments thereto to become effective as promptly as practicable and will not at any time, whether before or after the effective date Commission under Rule 424(b) of the Registration StatementRules and Regulations a Prospectus in a form approved by the Underwriters, and (B) not file any amendment to the Registration Statement or supplement to the Prospectus or document incorporated by reference therein of which the Underwriters shall not -13- 14 previously have been advised and furnished with a copy or to which the Underwriters shall have reasonably objected in writing or which is not in compliance with the Rules and Regulations and (C) file on a timely basis all reports and any document under definitive proxy or information statements required to be filed by the Exchange Act: (i) before Company with the Commission subsequent to the date of the Prospectus and prior to the termination of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and RegulationsUnderwriters. (b) As soon as the Company is advised or obtains knowledge thereof, the The Company will advise the Underwriter and confirm by notice in writing: Underwriters promptly (iA) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes shall have become effective; , (iiB) of receipt of any comments from the Commission relating to the Registration Statement, the Prospectus or any documents incorporated by reference therein, (C) of any request of the Commission for amendment of the Registration Statement or for supplement to the Prospectus or for any additional information, and (D) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or the use of the Prospectus or of the institution of any proceedings for that purpose. The Company will use its best efforts to prevent the issuance of any such stop order preventing or suspending the use of the Preliminary Prospectus or and to obtain as soon as possible the Prospectuslifting thereof, or any amendment or supplement theretoif issued. (c) The Company will cooperate with the Underwriters in endeavoring to qualify the Securities for sale under the securities laws of such jurisdictions as the Underwriters may reasonably have designated in writing and will make such applications, or the institution or proceeding file such documents, and furnish such information as may be reasonably required for that purpose; (iii) , provided the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent. The Company will, from time to time, prepare and file such statements, reports, and other documents, as are or may be required to continue such qualifications in effect for so long a period as the Underwriters may reasonably request for distribution of the issuance by any state securities commission Securities. (d) The Company will deliver to, or upon the order of, the Underwriters, from time to time, as many copies of any proceedings for Preliminary Prospectus as the suspension Underwriters may reasonably request. The Company will deliver to, or upon the order of, the Underwriters during the period when delivery of a Prospectus is required under the Act, as many copies of the qualification Prospectus in final (e) The Company will comply with the Act and the Rules and Regulations, and the Exchange Act, and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Securities for offering as contemplated in this Agreement and the Prospectus. If during the period in which a prospectus is required by law to be delivered by an Underwriter or sale dealer, any event shall occur as a result of which, in any jurisdiction or the judgment of the initiation, Company or in the threatening, of any proceeding for that purpose; (iv) reasonable opinion of the receipt Underwriters, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances existing at the time the Prospectus is delivered to a purchaser, not misleading, or, if it is necessary at any comments from time to amend or supplement the Commission; Prospectus to comply with any law, the Company promptly will either (i) prepare and (v) of any request by file with the Commission for any an appropriate amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If (ii) prepare and file with the Commission an appropriate filing under the Exchange Act which shall be incorporated by reference in the Prospectus so that the Prospectus as so amended or supplemented will not, in the light of the circumstances when it is so delivered, be misleading, or so that the Prospectus will comply with the law. (f) The Company will make generally available to its security holders, as soon as it is practicable to do so, but in any state securities commission or regulatory authority event not later than 15 months after the effective date of the Registration Statement, an earning statement (which need not be audited) in reasonable detail, covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement, which earning statement shall enter a stop order or suspend such qualification at any timesatisfy the requirements of Section 11(a) of the Act and Rule 158 of the Rules and Regulations. (g) Prior to the Closing Date, the Company will make every reasonable effort furnish to obtain promptly the lifting Underwriters, as soon as they have been prepared by or are available to the Company, a copy of any unaudited interim (h) The Company shall apply the net proceeds of its sale of the Securities as set forth in the Prospectus. (i) The Company shall not invest, or otherwise use the proceeds received by the Company from its sale of the Securities in such ordera manner as would require the Company or any of the Subsidiaries to register as an investment company under the Investment Company Act. (j) The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company.

Covenants of the Company. The Company covenants and agrees with the Underwriter Underwriters as follows: (a) The Company shall use its best efforts Company, on or prior to cause the Closing Date, will deliver to the Underwriters conformed copies of the Registration Statement as originally filed and of all amendments thereto, heretofore or hereafter made, including any amendments thereto to become post-effective amendment (in each case including all exhibits filed therewith, and including unsigned copies of each consent and certificate included therein or filed as promptly as practicable and will not at any timean exhibit thereto, whether before or after the effective date of the Registration Statementexcept exhibits incorporated by reference, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) unless specifically requested). As soon as the Company is advised thereof, it will advise the Representative orally of the issuance of any stop order under the 1933 Act with respect to the Registration Statement, or obtains knowledge the institution of any proceedings therefor, of which the Company shall have received notice, and will use its best efforts to prevent the issuance of any such stop order and to secure the prompt removal thereof, if issued. The Company will deliver to the Representative sufficient conformed copies of the Registration Statement, the Prospectus and the Final Supplemented Prospectus and of all supplements and amendments thereto (in each case without exhibits) for distribution to the Underwriters and, from time to time, as many copies of the Prospectus and the Final Supplemented Prospectus as the Underwriters may reasonably request for the purposes contemplated by the 1933 Act or the 1934 Act. (b) The Company will furnish the Underwriters wi▇▇ ▇▇▇▇▇s of each amendment and supplement to the Final Supplemented Prospectus relating to the offering of the Senior Notes in such quantities as the Underwriters may from time to time reasonably request. If, during the period (not exceeding nine months) when the delivery of a prospectus shall be required by law in connection with the sale of any Senior Notes by an Underwriter, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Underwriters, shall occur, which in the opinion of the Company or of Underwriters' counsel should be set forth in a supplement to or an amendment of the Final Supplemented Prospectus in order to make the Final Supplemented Prospectus not misleading in the light of the circumstances when it is delivered, or if for any other reason it shall be necessary during such period to amend or supplement the Final Supplemented Prospectus or to file under the 1934 Act any document incorporated by reference in the Preliminary Prospectus or Prospectus in order to comply with the 1933 Act or the 1934 Act, the Company forthwith will (i) notify the Underwriters to suspend solicitation of purchases of the Senior Notes and (ii) at its expense, make any such filing or prepare and furnish to the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Supplemented Prospectus which will supplement or amend the Final Supplemented Prospectus so that, as supplemented or amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Final Supplemented Prospectus is delivered, not misleading or which will effect any other necessary compliance. In case any Underwriter is required to deliver a prospectus in connection with the sale of any Senior Notes after the expiration of the period specified in the preceding sentence, the Company, upon the request of such Underwriter, will furnish to such Underwriter, at the expense of such Underwriter, a reasonable quantity of a supplemented or amended prospectus, or supplements or amendments to the Final Supplemented Prospectus, complying with Section 10(a) of the 1933 Act. During the period specified in the second sentence of this subsection, the Company will advise continue to prepare and file with the Underwriter Commission on a timely basis all documents or amendments required under the 1934 Act and confirm the rules and regulations thereunder; provided, that the Company shall not file such documents or amendments without also furnishing copies thereof prior to such filing to the Representative and Dewey Ballantine LLP. (c) The Company will endeavor, in co▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇he Underwriters, to qualify the Senior Notes for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Representative may designate; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by notice the Company to be unduly burdensome. (d) The Company will make generally available to its security holders as soon as practicable but not later than 45 days after the close of the period covered thereby, an earnings statement of the Company (in writing: (i) when the Registration Statement, as amended, becomes effective, if form complying with the provisions of Rule 430A promulgated 158 of the rules and regulations under the Act will be relied upon, when 1933 Act) covering a twelve-month period beginning not late▇ ▇▇▇▇ ▇he first day of the Prospectus has been filed Company's fiscal quarter next following the "effective date" (as defined in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii158) of the issuance by the Commission Registration Statement. (e) During a period of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments 15 days from the Commission; and (v) date of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any timethis Agreement, the Company will make every reasonable effort not, without the Representative's prior written consent, directly or indirectly, sell, offer to obtain promptly sell, grant any option for the lifting sale of, or otherwise dispose of, any Senior Notes or any security convertible into or exchangeable into or exercisable for the Senior Notes or any debt securities substantially similar to the Senior Notes (except for the Senior Notes issued pursuant to this Agreement and the $25,000,000 aggregate principal amount of the Company's Series E 4.90% Senior Notes due December 15, 2013). The Underwriters agree that commercial paper or other debt securities with scheduled maturities of less than one year are not subject to this Section 3(e). (f) As soon as practicable after the date of this Agreement, and in any event within the time prescribed by Rule 424 under the 1933 Act, the Company will file the Final Supplemented Prospectus with the Commission and advise the Representative of such orderfiling and confirm such advice in writing.

Covenants of the Company. 3.1 The Company covenants and agrees with the Underwriter as followsSales Manager that: (a) The [Intentionally Omitted] (b) During the period in which a prospectus relating to the Stock is required to be delivered under the Act, the Company shall use its best efforts to cause will notify the Registration Statement and any amendments thereto to become effective as Sales Manager promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file time when any subsequent amendment to the Registration Statement has become effective or any subsequent supplement to the Prospectus has been filed and of any request by the Commission for any amendment or supplement to the Registration Statement or the Prospectus or for additional information; the Company will prepare and file with the Commission, promptly upon the Sales Manager’s reasonable request, any amendments or supplements to the Registration Statement or Prospectus that, in the Sales Manager’s reasonable opinion, may be necessary or advisable in connection with the sale of the Stock pursuant to this Agreement; during the period in which a prospectus relating to the Stock is required to be delivered under the Act, the Company will not file any amendment or supplement to the Registration Statement or Prospectus (other than a supplement to the Prospectus that (i) relates solely to the issuance of securities other than the Stock of the Company and (ii) does not materially change the information about the Company or its business, operations, properties or financial condition disclosed in the Registration Statement or Prospectus previously thereto (an “Excluded Supplement”)) unless a copy thereof has been submitted to the Sales Manager a reasonable period of time before the filing and the Sales Manager has not reasonably objected thereto; and it will cause any document that upon filing is deemed to be incorporated by reference in the Registration Statement or Prospectus to be available on the Company’s website at ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇ (and will furnish to the Sales Manager any such document that is not available on the Company’s website). The Company will cause each amendment or supplement to the Prospectus or file to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Rules and Regulations or, in the case of any document under to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act: (i) before termination of , within the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulationstime period prescribed. (bc) As soon as the Company is advised or obtains knowledge thereof, the The Company will advise the Underwriter and confirm by Sales Manager, promptly after it shall receive notice in writing: (i) when the Registration Statementor obtain knowledge thereof, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use Statement, of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities Stock for offering or sale in any jurisdiction jurisdiction, or of the initiation, initiation or the threatening, threatening of any proceeding for that any such purpose; and it will promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such a stop order should be issued. (ivd) Within the time during which a prospectus relating to the Stock is required to be delivered under the Act, the Company will comply with all requirements imposed upon it by the Act and by the Rules and Regulations, as from time to time in force, so far as necessary to permit the continuance of sales of or dealings in the Stock as contemplated by the provisions hereof and the Prospectus. If during such period any event occurs as a result of which the Prospectus, as then amended or supplemented, would include an untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment circumstances then existing, not misleading, or if during such period it is necessary to amend or supplement the Registration Statement or Prospectus to comply with the Act, the Company will promptly notify the Sales Manager to suspend the offering of Stock during such period and the Company will amend or supplement the Registration Statement or Prospectus (at the expense of the Company) so as to correct such statement or omission or effect such compliance and will use its commercially reasonable efforts to have any amendment or supplement to the Registration Statement or Prospectus declared effective as soon as possible, unless the Company has reasonable business reasons to defer public disclosure of the relevant information. (e) The Company will use its commercially reasonable efforts to qualify the Stock for sale under the securities laws of such jurisdictions as the Sales Manager designates and to continue such qualifications in effect so long as required for the sale of the Stock, except that the Company shall not be required in connection therewith to qualify as a foreign corporation or for additional information. If to execute a general consent to service of process in any jurisdiction. (f) The Company will furnish to the Commission or any state Sales Manager and its legal counsel (at the expense of the Company) copies of the Registration Statement and the Prospectus during the period in which a prospectus relating to the Stock is required to be delivered under the Act, in each case as soon as available and in such quantities as the Sales Manager may from time to time reasonably request and, in the case when the Trading Market is a national securities commission or regulatory authority shall enter a stop order or suspend such qualification at any timeexchange, the Company will also furnish copies of the Prospectus to such exchange in accordance with Rule 153 of the Rules and Regulations. (g) The Company will make every generally available to its security holders as soon as practicable, but in any event not later than 15 months after the end of the Company’s current fiscal quarter, an earnings statement (which need not be audited) covering a 12-month period that satisfies the provisions of Section 11(a) of the Act and Rule 158 of the Rules and Regulations. (h) The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all of its expenses incident to the performance of its obligations hereunder (including, but not limited to, any transaction fees imposed by any governmental or self-regulatory organization with respect to transactions contemplated by this Agreement and any blue sky fees) and will pay the expenses of printing all documents relating to the offering. The Company will reimburse the Sales Manager for its reasonable effort fees and disbursements of its legal counsel incurred in connection with entering into this Agreement. In addition, without limiting the foregoing, the Company will pay, or reimburse the Sales Manager for, any filing fees incurred by the Sales Manager in connection with filings required to obtain promptly be made by the lifting Sales Manager under NASD Rule 2710, the Corporate Financing Rule. (i) The Company shall use its commercially reasonable efforts to list, subject to notice of issuance, the Stock on each applicable Trading Market. (j) The Company will apply the Net Proceeds from the sale of the Stock as set forth in the Prospectus. (k) The Company will not, directly or indirectly, offer or sell any shares of common stock (other than the Stock) or securities convertible into or exchangeable for, or any rights to purchase or acquire, common stock, during the period from the date of this Agreement through the final Settlement Date for the sale of Stock hereunder without (i) giving the Sales Manager at least one business day prior written notice specifying the nature of the proposed sale and the date of such orderproposed sale and (ii) suspending activity under this program for such period of time as may reasonably be determined by agreement of the Company and the Sales Manager; provided, however, that no such notice and suspension shall be required in connection with the Company’s issuance or sale of (i) shares of common stock pursuant to any employee or director stock option or benefits plan, stock ownership plan, dividend reinvestment plan, as such plans may be adopted or amended from time to time, and (ii) common stock issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding on the date hereof. Notwithstanding the foregoing, this paragraph (k) shall not apply during periods that the Company is neither selling Stock through the Sales Manager nor has requested the Sales Manager to sell Stock. (l) The Company will, at any time during the term of this Agreement, as supplemented from time to time, advise the Sales Manager immediately after it shall have received notice or obtain knowledge thereof, of any information or fact that would alter or affect any opinion, certificate, letter and other document provided to the Sales Manager pursuant to Article IV below. (m) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than an Excluded Supplement) and on the dates specified in Section 4.1(f) below, the Company shall (unless the Company is not then selling Stock through the Sales Manager and has not requested the Sales Manager to sell Stock) furnish or cause to be furnished to the Sales Manager forthwith a certificate dated the date of filing with the Commission of such amendment, supplement or other document, the date of effectiveness of amendment, as the case may be, in form satisfactory to the Sales Manager to the effect that the statements contained in the certificates referred to in Section 4.1(f) below that were last furnished to the Sales Manager are true and correct at the time of such amendment, supplement, filing, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificates, certificates of the same tenor as the certificates referred to in said Section 4.1(f) below, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate. (n) Each time that a post-effective amendment to the Registration Statement is declared effective or the Company files a Form 10-K, and at such other times as may be reasonably requested by the Sales Manager, the Company shall (unless the Company is not then selling Stock through the Sales Manager and has not requested the Sales Manager to sell Stock) furnish or cause to be furnished forthwith to the Sales Manager and to its legal counsel, a written opinion of Hunton & ▇▇▇▇▇▇▇▇ LLP, counsel to the Company (“Company Counsel”), or other counsel reasonably satisfactory to the Sales Manager, dated the date of effectiveness of such amendment or the date of filing with the Commission of such document, as the case may be, in form and substance satisfactory to the Sales Manager, of the same tenor as the opinion referred to in Section 4.1(d) below, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion. (o) Each time that the Registration Statement or the Prospectus shall be amended or supplemented (other than an Excluded Supplement or in connection with the filing or furnishing of any Form 10-Q or Form 8-K incorporated by reference therein) to include additional financial information, the Company shall (unless the Company is not then selling Stock through the Sales Manager and has not requested the Sales Manager to sell Stock) cause Ernst & Young, LLP, or other independent accountants then retained by the Company, forthwith to furnish to the Sales Manager a letter, dated the date of effectiveness of such amendment, or the date of filing of such supplement or other document with the Commission, as the case may be, in form satisfactory to the Sales Manager, of the same tenor as the letter referred to in Section 4.1(e) below but modified to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Covenants of the Company. The Company hereby covenants and agrees with to the Underwriter Sales Agent as follows: (a) The Company shall use its best efforts to cause will immediately upon receipt of any information concerning the Registration Statement and any amendments thereto to become effective as promptly as practicable and will not at any time, whether before or after events listed below notify the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange ActSales Agent: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Underwriter and confirm by notice in writing: (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the CommissionCommission or any other governmental entity with respect to the Offering or the transactions contemplated by this Agreement; and (vii) of any request by the Commission or any other governmental entity for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or Offering Circular for additional information. If ; (iii) of the issuance by the Commission or any state securities commission or regulatory authority shall enter a stop other governmental agency of any order or suspend other action suspending the Offering or the use of the Offering Circular, or of the initiation or threat of initiation or threat of any proceedings for such qualification at purposes; or (iv) of the occurrence of any time, the event mentioned in subparagraph (d) below. The Company will make every reasonable effort to prevent the issuance by the Commission or any state authority of any such order and, if any such order shall at any time be issued, to obtain promptly the lifting thereof at the earliest reasonably practicable time. (b) The Company will deliver to the Sales Agent such number of copies of the Offering Circular, as amended or supplemented, as the Sales Agent may reasonably request. After the Closing of the Offering, the Company shall furnish to all shareholders of the Company, quarterly financial statements accompanied by the Company’s management discussion and analysis of the same as well as annual audited financial statement audited by the Company’s auditors and such other notices that the Sales Agent shall reasonably request or that may be required by law. (c) The Company will comply in all material respects and will direct its Subsidiary to comply in all material respects with any and all terms, conditions, requirements and provisions with respect to the Offering and the transactions contemplated thereby imposed by the Commission, by applicable federal and state law and regulations, and by applicable provisions of the Securities Act and the Exchange Act and the rules and regulations adopted thereunder, to be complied with prior to or subsequent to the Closing Date; and when the Offering Circular is required to be delivered, the Company will comply in all material respects, at its own expense, with all material requirements imposed upon it by the Commission, by applicable state law and regulations and by the Securities Act, the Exchange Act and the rules and regulations adopted thereunder, in each case as from time to time in force, so far as necessary to permit the continuance of sales or dealing in the Units during such period in accordance with the provisions hereof and the Offering Circular. (d) If any event relating to or affecting the Company or the Subsidiary shall occur, as a result of which it is necessary, in the reasonable opinion of counsel for the Company or for the Sales Agent, to amend or supplement the Offering Circular in order to make it not misleading in light of the circumstances existing at the time of its use, the Company will, at its expense, forthwith prepare and furnish to the Sales Agent, a reasonable number of copies of an amendment or amendments of, or a supplement or supplements to, the Offering Circular (in form and substance satisfactory to counsel for the Sales Agent after a reasonable time for review) which will amend or supplement the Offering Circular so that as amended or supplemented it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances existing at the time, not misleading. For the purpose of this subsection, the Company will furnish such information with respect to itself and its Subsidiary as the Sales Agent may from time to time reasonably request. (e) If applicable, the Company will endeavor in good faith, in cooperation with the Sales Agent, to register or to qualify the Units for offering and sale under the applicable securities laws of the jurisdictions identified in the Offering Circular, as the same may be amended, in which the Offering will be conducted; provided, however, that the Company shall not be obligated to file any general consent to service of process or to qualify to do business in any jurisdiction in which it is not so qualified. (f) The net proceeds from the sale of the Units will be used substantially in the manner set forth in the Offering Circular under the caption “Use of Proceeds.” (g) Prior to any Closing Date, the Company will inform the Sales Agent of any event or circumstances of which it is aware as a result of which the Offering Circular, as then supplemented or amended, would include an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading. (h) The Offering Circular shall be acceptable in form and substance to the Sales Agent in its reasonable discretion and will not be amended without the mutual consent of the Company and the Sales Agent; provided, however, that the Company may amend the Offering Circular without the consent of the Sales Agent in order to comply with requirements of the Securities Act, the Rules and Regulations or request of the Commission but only following 5 business days’ notice of such orderrequired amendment to the Sales Agent. (i) The Company will not accept subscriptions for the Units in the Offering until the Company has satisfied or caused to be satisfied each condition set forth in Section 9 hereof, unless such condition is waived in writing by the Sales Agent. (j) The Sales Agent shall have the right to designate one person to serve as a non-voting observer (“Sales Agent Observer”) to the Company’s board of directors (the “Board”), subject to (i) the reasonable approval of the Company and (ii) the execution by the Sales Agent Observer of a confidentiality and non-disclosure agreement reasonably satisfactory to the Company. Board meetings will be held at least quarterly and the Sales Agent Observer shall have the right to attend via phone if permitted under Delaware law. Notwithstanding the foregoing, the Company may exclude the Sales Agent Observer from access to any material or meeting or portion thereof if: (A) the Board concludes in good faith that such exclusion is reasonably necessary to preserve the attorney-client privilege between the Company and its counsel; provided, however, that any such exclusion shall apply only to such portion of the material or such portion of the meeting which would be required to preserve such privilege and not to any other portion thereof; or (B) such portion of a meeting is an executive session limited solely to independent director members of the Board, independent auditors and/or legal counsel, as the Board may designate, and the Sales Agent Observer (assuming the Sales Agent Observer were a member of the Board) would not meet the then-applicable standards for independence adopted by the New York Stock Exchange, or such other exchange on which the Company’s securities are then traded. The Sales Agent Observer shall be entitled to reimbursement for all reasonable out-of-pocket expenses incurred by the Sales Agent Observer in connection with attendance in person at Board meetings. If the Company becomes a “reporting company” under the Securities Exchange Act of 1934, as amended (a “34 Act Company”), the rights of the Sales Agent Observer to attend meetings of the Company’s board of directors shall end. (k) The Company shall retain an independent investment research firm approved or acceptable to the Sales Agent, whose approval or acceptance will not be unreasonably withheld, to provide ongoing research information on the Company, provided, however, once the Company is a 34 Act Company, the Company shall no longer be required to retain such independent investment research firm. (l) The Company, at its expense, shall provide a due diligence report of the Company and the Subsidiary (the “Company’s Due Diligence Report”) by a firm acceptable to both the Company and the Sales Agent to perform and report on its due diligence investigation. The Company’s Due Diligence Report shall be made available to the syndicate and selling group assembled by the Sales Agent. Ongoing investment research, provided at the Company’s expense, shall be provided by an independent investment research firm acceptable to the Sales Agent. (m) This Agreement is an exclusive contract between the Sales Agent and the Company. During the term hereof, neither the Company nor the Subsidiary shall enter into any agreement or negotiations with any other underwriter relating to any offering of equity interests in the Company or the Subsidiary without the expressed written permission of the Sales Agent.

Covenants of the Company. (a) The Company covenants and agrees with the Underwriter as follows: (ai) The Company shall will use its best reasonable efforts to cause the Registration Statement Statement, if not effective at the time of execution of this Agreement, and any amendments thereto thereto, to become effective as promptly as practicable and will not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or supplement to possible. The Company shall prepare the Prospectus or in a form reasonably approved by the Representatives and file any document such Prospectus pursuant to Rule 424(b) under the Exchange Act: (i) before termination Securities Act not later than the Commission's close of business on the offering second business day following the execution and delivery of the Securities this Agreement, or, if applicable, such earlier time as may be required by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or Rules. (ii) to which the Underwriter The Company shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will promptly advise the Underwriter and confirm by Representatives in writing after it receives notice in writing: thereof (iA) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; shall have become effective or any supplement to the Prospectus shall have been filed, (iiB) of any request by the Commission for any amendment of the Registration Statement or the Prospectus or for any additional information, (C) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, preliminary prospectus or the institution or threatening of any proceeding for that purpose; purpose and (iiiD) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities Shares for offering or sale in any jurisdiction or of the initiation, initiation or the threatening, threatening of any proceeding for that such purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for . The Company shall not file any amendment to of the Registration Statement or any amendment or supplement to the Prospectus unless the Company has furnished the Representatives a copy for its review prior to filing and shall not file any such proposed amendment or supplement to which the Representatives reasonably object. The Company shall use its best efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (iii) If, at any time when a prospectus relating to the Shares is required to be delivered under the Securities Act and the Rules, any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances under which they were made not misleading, or if it shall be necessary, in the Company's reasonable judgment, to amend or supplement the Prospectus to comply with the Securities Act or the Rules, the Company promptly shall prepare and file with the Commission, subject to the second sentence of paragraph (ii) of this Section 4(a), an amendment or supplement which shall correct such statement or omission or an amendment which shall effect such compliance. (iv) The Company shall make generally available to its security holders and to the Representatives as soon as practicable, but not later than 45 days after the end of the 12-month period beginning at the end of the fiscal quarter of the Company during which the Effective Date occurs (or 90 days if such 12-month period coincides with the Company's fiscal year), an earning statement (which need not be audited) of the Company, covering such 12-month period, which shall satisfy the provisions of Section 11(a) of the Securities Act or Rule 158 of the Rules. (v) The Company shall furnish to the Representatives and counsel for additional informationthe Underwriters, without charge, such number of the following documents as the Representatives shall reasonably request: conformed copies of the Registration Statement (including all exhibits thereto and amendments thereof) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and all amendments thereof and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Securities Act or the Rules, as many copies of any preliminary prospectus and the Prospectus and any amendments thereof and supplements thereto as the Representatives may reasonable request. If applicable, the copies of the Registration Statement and Prospectus and each amendment and supplement thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. (vi) The Company shall cooperate with the Representatives and their counsel in endeavoring to qualify the Shares for offer and sale in connection with the offering under the laws of such jurisdictions as the Representatives may designate and shall maintain such qualifications in effect so long as required for the distribution of the Shares; provided, however, that the Company shall not be required in connection therewith, or as a condition thereof, to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or subject itself to taxation as doing business in any jurisdiction. (vii) The Company, during the period when the Prospectus is required to be delivered under the Securities Act and the Rules or the Exchange Act, will file all reports and other documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the regulations promulgated thereunder. (viii) Without the prior written consent of CIBC World Markets Corp. and Piper Jaffray & Co., for a period of 180 days after the da▇▇ ▇▇ ▇▇▇▇ ▇▇reement, the Company shall not issue, sell or register with the Commission (other than on Form S-8 or on any successor form), or otherwise dispose of, directly or indirectly, any equity securities of the Company (or any state securities commission convertible into, exercisable for or regulatory authority exchangeable for equity securities of the Company), except for (A) the issuance of the Shares pursuant to the Registration Statement, and (B) the issuance of equity securities of the Company (or any securities convertible into, exercisable for or exchangeable for equity securities of the Company), (i) pursuant to the Company's existing equity plans or bonus plan as described in the Registration Statement and the Prospectus, (ii) pursuant to currently outstanding options, warrants or convertible notes as described in the Registration Statement, (iii) upon the conversion of the Company's Series A or Series B Preferred Stock, (iv) in connection with a strategic partnership, joint venture, collaboration, lending or other similar arrangement, or (v) in connection with the acquisition or license by the Company of any business, products or technologies; provided, however, that the shares issuable under clauses (iv) and (v) shall enter not exceed, in the aggregate during such 180-day period, ten percent (10.0%) of the Company's outstanding capital stock measured as of the Firm Shares Closing Date, including the Shares to be issued and sold hereunder. In the event that during this period, (A) any such shares are issued or (B) any registration is effected on Form S-8 or any successor form relating to shares that are exercisable within such 180-day period, the Company shall obtain the written agreement of such grantee or purchaser or holder of such registered securities that, for a stop order period of 180 days after the date of this Agreement, such person will not, without the prior written consent of CIBC World Markets Corp. and Piper Jaffray & Co., offer for sale, sell, distribute, gra▇▇ ▇▇▇ ▇▇▇▇▇▇ for the sale of, or suspend otherwise dispose of, directly or indirectly, or exercise any registration rights with respect to, any shares of Common Stock (or any securities convertible into, exercisable for, or exchangeable for any shares of Common Stock) owned by such qualification at person. Notwithstanding the foregoing, (i) the Company represents and warrants that each such grantee or purchaser or holder of such registered securities shall be subject to lockup restrictions materially consistent with those set forth on Exhibit A attached hereto and the Company shall enforce such rights and impose stop-transfer restrictions on any timesuch sale or other transfer or disposition of such shares until the end of the period set forth in the applicable lock-up restrictions, and to the extent such grantee or purchaser or holder of such registered securities is subject to the lock-up attached hereto as Exhibit A (ii) if (x) during the last 17 days of the 180 day period described in this Section 4(a)(viii) 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 such 180 day 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 in this Section 4(a)(viii) 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; provided, however, that this sentence shall not apply if the research published or distributed on the Company is compliant under Rule 139 of the Securities Act and the Company's securities are actively traded as defined in Rule 101(c)(1) of Regulation M of the Exchange Act. (ix) On or before completion of this offering, the Company shall make all filings required to be made by the Company under applicable securities laws and by the Nasdaq National Market (including any required registration under the Exchange Act). (x) Prior to the Closing Date, the Company will make every reasonable effort issue no press release or other communications directly or indirectly and hold no press conference with respect to obtain promptly the lifting Company, the condition, financial or otherwise, or the earnings, business affairs or business prospects of any of them, or the offering of the Shares without giving prior notification and a copy or summary of such orderpress release or other communication to legal counsel for the Representatives, not less than two business days prior to the intended release date of such press release or other communication, and discussing with the Representative and its counsel promptly and in good faith any modifications or amendments thereto requested by the Representative unless in the judgment of the Company and its counsel, and after notification to the Representatives, such press release or communication is required by law; provided, however, that any such press release or other communication which refers to any of the Representatives shall require the prior written consent of the Representatives. (xi) The Company will apply the net proceeds from the offering of the Shares in the manner set forth under "Use of Proceeds" in the Prospectus. (b) The Company agrees to pay, or reimburse if paid by the Representatives, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, all costs and expenses incident to the public offering of the Shares and the performance of the obligations of the Company under this Agreement including those relating to: (i) the preparation, printing, filing and distribution of the Registration Statement including all exhibits thereto, each Preliminary Prospectus, the Prospectus, all amendments and supplements to the Registration Statement and the Prospectus and the printing, filing and distribution of this Agreement; (ii) the preparation and delivery of certificates for the Shares to the Underwriters; (iii) the registration or qualification of the Shares for offer and sale under the securities or Blue Sky laws of the various jurisdictions referred to in Section 4(a)(vi), including the reasonable fees and disbursements of counsel for the Underwriters in connection with such registration and qualification and the preparation, printing, distribution and shipment of preliminary and supplementary Blue Sky memoranda; (iv) the furnishing (including costs of shipping and mailing) to the Representatives and to the Underwriters of copies of each preliminary prospectus, the Prospectus and all amendments or supplements to the Prospectus, and of the several documents required by this Section to be so furnished, as may be reasonably requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; (v) the filing fees of the NASD in connection with its review of the terms of the public offering and reasonable fees and disbursements of counsel for the Underwriters in connection with such review; (vi) inclusion of the Shares for quotation on the Nasdaq National Market; and (vii) all transfer taxes, if any, with respect to the sale and delivery of the Shares by the Company to the Underwriters. Subject to the provisions of Section 7, the Underwriters agree to pay, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, all costs and expenses incident to the performance of the obligations of the Underwriters under this Agreement not payable by the Company pursuant to the preceding sentence, including, without limitation, the fees and disbursements of counsel for the Underwriters.

Covenants of the Company. (a) The Company covenants and agrees with each of the Underwriter several Underwriters as follows: (ai) The Company shall use its best efforts to cause will (A) prepare and timely file with the Commission under Rule 424(b) a Prospectus containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A; and any amendments thereto to become effective as promptly as practicable and will (B) not at any time, whether before or after file with the effective date of the Registration Statement, file Commission any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter Representatives shall not previously have been advised and furnished with a copy; or (ii) copy a reasonable period of time prior to the proposed filing and as to which the Underwriter Representatives shall not have objected; given their consent or (iii) which is not in compliance with the Act, the Exchange Securities Act or the Rules and RegulationsRules. (bii) As soon as the The Company is advised or obtains knowledge thereof, the Company will shall promptly advise the Underwriter and confirm by notice Representatives in writing: writing (iA) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; shall have become effective or any supplement to the Prospectus shall have been filed, (iiB) of any request by the Commission for any amendment of the Registration Statement or the Prospectus or for any additional information, (C) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Preliminary Prospectus any preliminary prospectus or the Prospectus, or any amendment or supplement thereto, or Company’s having knowledge of the institution or threatening of any proceeding for that purpose; purpose and (iiiD) of the issuance receipt by any state securities commission the Company of any proceedings for notification with respect to the suspension of the qualification of the Securities Shares for offering or sale in any jurisdiction or the Company’s having knowledge of the initiation, initiation or the threatening, threatening of any proceeding for such purpose. The Company shall use its commercially reasonable efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof. (iii) If, at any time when a prospectus relating to the Shares is required to be delivered under the Securities Act and the Rules in connection with sales by any Underwriter or dealer, any event occurs as a result of which the Prospectus as then amended or supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply with the Securities Act or the Rules, the Company promptly shall prepare and file with the Commission, subject to paragraph (i) of this Section 4(a), an amendment or supplement which shall correct such statement or omission or an amendment which shall effect such compliance. (iv) The Company shall make generally available to its security holders and to the Representatives as soon as practicable, but not later than 45 days after the end of the 12-month period beginning at the end of the fiscal quarter of the Company during which the Effective Date occurs (or 90 days if such 12-month period coincides with the Company’s fiscal year), an earnings statement (which need not be audited) of the Company, covering such 12-month period, which shall satisfy the provisions of Section 11(a) of the Securities Act (and, at the option of the Company, Rule 158 of the Rules). (v) The Company shall furnish to the Representatives and counsel for the Underwriters, without charge, signed copies of the Registration Statement (including all exhibits thereto and amendments thereof) and to each other Underwriter a copy of the Registration Statement (without exhibits thereto) and all amendments thereof and, so long as delivery of a prospectus by an Underwriter or dealer may be required by the Securities Act or the Rules, as many copies of any preliminary prospectus and the Prospectus and any amendments thereof and supplements thereto as the Representatives may reasonably request. If applicable, the copies of the Registration Statement and Prospectus and each amendment and supplement thereto furnished to the Underwriters will be identical to the electronically transmitted copies thereof filed with the Commission pursuant to ▇▇▇▇▇, except to the extent permitted by Regulation S-T. (vi) The Company shall cooperate with the Representatives and their counsel in endeavoring to qualify the Shares for offer and sale in connection with the offering under the laws of such jurisdictions as the Representatives may designate and shall maintain such qualifications in effect so long as required for the distribution of the Shares; provided, however, that purposethe Company shall not be required in connection therewith, as a condition thereof, to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or subject itself to taxation as doing business in any jurisdiction. (vii) The Company, during the period when the Prospectus is required to be delivered under the Securities Act and the Rules or the Exchange Act in connection with the sale and issuance of the Shares, will file all reports and other documents required to be filed with the Commission pursuant to Section 13, 14 or 15 of the Exchange Act within the time periods required by the Exchange Act and the regulations promulgated thereunder. (viii) The Company will be in compliance in all material respects, upon the Firm Shares Closing Date, with all provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act that are effective with respect to the Company as of such time and is actively taking steps to ensure that it will be in compliance with the other provisions of the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act upon the effectiveness of such provisions with respect to the Company. (ix) Without the prior written consent of ▇.▇. ▇▇▇▇▇▇▇▇▇ + Co., LLC, for a period of 180 days after the date of this Agreement, the Company shall not issue, sell or register with the Commission (other than on Form S-8 or on any successor form), or otherwise dispose of, directly or indirectly, any equity securities of the Company (or any securities convertible into, exercisable for or exchangeable for equity securities of the Company), except for the issuance of the Shares pursuant to the Registration Statement and the issuance of shares pursuant to the Company’s stock option plans or employee stock purchase plan as described in the Registration Statement and the Prospectus. If (1) during the period that begins on the date that is 17 calendar days before the last day of the 180-day lock-up period and ends on the last day of the 180-day lock-up period, (a) the Company issues an earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs; or (2) prior to the expiration of the 180-day lock-up period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 180-day lock-up period, then the restrictions in this Agreement, unless otherwise waived by the Representatives in writing, shall continue to apply until the expiration of the date that is 18 calendar days after the date on which (a) the Company issues the earnings release, (b) the Company publicly announces material news or (c) a material event relating to the Company occurs. (x) On or before completion of the offering contemplated hereby, the Company shall make all filings required under applicable securities laws and by the Nasdaq National Market (including any required registration under the Exchange Act). (xi) Prior to the later of the Firm Shares Closing Date and any Option Shares Closing Date, the Company will issue no press release or other communications directly or indirectly and hold no press conference with respect to the Company, the condition, financial or otherwise, or the earnings, business affairs or business prospects of any of them, or the offering of the Shares without the prior written consent of the Representatives unless in the judgment of the Company and its counsel, and after notification to the Representatives, such press release or communication is required by law. (xii) The Company will apply the net proceeds from the offering of the Shares in the manner set forth under “Use of Proceeds” in the Prospectus. (xiii) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar (which may be the same entity as the transfer agent) for its Common Stock. (xiv) The Company will not take, directly or indirectly, and will use its commercially reasonable efforts to cause its officers, directors or affiliates not to take, directly or indirectly, any action designed to, or that might in the future be expected to cause or result in, stabilization or manipulation of the price of any securities of the Company in connection with the offering contemplated hereby. (b) The Company agrees to pay, or reimburse if paid by the Representatives, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, all costs and expenses incident to the performance of the obligations of the Company under this Agreement including, without limitation, those relating to: (i) the preparation, printing, filing and distribution of the Registration Statement, including all exhibits thereto, each preliminary prospectus, the Prospectus, all amendments and supplements to the Registration Statement and the Prospectus; (ii) the preparation and delivery of certificates for the Shares to the Underwriters; (iii) the registration or qualification of the Shares for offer and sale under the securities or blue sky laws of the various jurisdictions referred to in Section 4(a)(vi) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such registration and qualification and the preparation, printing, distribution and shipment of preliminary and supplementary blue sky memoranda; (iv) the furnishing (including costs of shipping and mailing) to the Representatives and to the other Underwriters of copies of each preliminary prospectus, the Prospectus and all amendments or supplements to the Prospectus, and of the receipt several documents required by this Section 4 to be so furnished, as may be reasonably requested for use in connection with the offering and sale of the Shares by the Underwriters or by dealers to whom Shares may be sold; (v) the filing fees of the NASD in connection with its review of the terms of the public offering and reasonable fees and disbursements of counsel for the Underwriters in connection with such review; (vi) inclusion of the Shares for quotation on the Nasdaq National Market; (vii) all transfer taxes, if any, with respect to the sale and delivery of the Shares by the Company to the Underwriters; (viii) the costs and charges of any comments from transfer agent, registrar or depositary and (ix) the Commissioncosts and expenses of the Company relating to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Shares, 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 with the prior approval of the Company, travel and lodging expenses of the officers of the Company and any such consultants, and, with the prior approval of the Company, the cost of any aircraft chartered in connection with the road show; and (vx) all expenses in connection with any offer and sale of any request the Shares outside of the United States, including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with offers and sales outside of the United States. Subject to the provisions of Section 7, the Underwriters agree to pay, whether or not the transactions contemplated hereby are consummated or this Agreement is terminated, all costs and expenses incident to the performance of the obligations of the Underwriters under this Agreement not payable by the Commission for any amendment Company pursuant to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any timepreceding sentence, including, without limitation, the Company will make every reasonable effort to obtain promptly fees and disbursements of counsel for the lifting of such orderUnderwriters.

Covenants of the Company. The Company covenants and agrees with the Underwriter Underwriters as follows: (a) The Company shall use its best efforts Company, on or prior to cause the Closing Date, will deliver to the Underwriters conformed copies of the Registration Statement as originally filed and of all amendments thereto, heretofore or hereafter made, including any amendments thereto to become post-effective amendment (in each case including all exhibits filed therewith, and including unsigned copies of each consent and certificate included therein or filed as promptly as practicable and will not at any timean exhibit thereto, whether before or after the effective date of the Registration Statementexcept exhibits incorporated by reference, file any amendment to the Registration Statement or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) unless specifically requested). As soon as the Company is advised thereof, it will advise the Representative orally of the issuance of any stop order under the 1933 Act with respect to the Registration Statement, or obtains knowledge the institution of any proceedings therefor, of which the Company shall have received notice, and will use its best efforts to prevent the issuance of any such stop order and to secure the prompt removal thereof, if issued. The Company will deliver to the Representative sufficient conformed copies of the Registration Statement, the Prospectus and the Final Supplemented Prospectus and of all supplements and amendments thereto (in each case without exhibits) for distribution to each Underwriter and, from time to time, as many copies of the Prospectus and the Final Supplemented Prospectus as the Representative may reasonably request for the purposes contemplated by the 1933 Act or the ▇▇▇▇ ▇▇▇. (b) The Company will furnish the Underwriters with copies of each amendment and supplement to the Final Supplemented Prospectus relating to the offering of the Preference Stock in such quantities as the Underwriters may from time to time reasonably request. If, during the period (not exceeding nine months) when the delivery of a prospectus shall be required by law in connection with the sale of any Preference Stock by an Underwriter or a dealer, any event relating to or affecting the Company, or of which the Company shall be advised in writing by the Representative, shall occur, which in the opinion of the Company or of Underwriters’ counsel should be set forth in a supplement to or an amendment of the Final Supplemented Prospectus in order to make the Final Supplemented Prospectus not misleading in the light of the circumstances when it is delivered, or if for any other reason it shall be necessary during such period to amend or supplement the Final Supplemented Prospectus or to file under the 1934 Act any document incorporated by reference in the Final Supplemented Prospectus in order to comply with the 1933 Act or the 1934 Act, the Company forthwith will (i) notify the Underwriters to suspend solicitation of purchases of the Preference Stock and (ii) at its expense, make any such filing or prepare and furnish to the Underwriters a reasonable number of copies of a supplement or supplements or an amendment or amendments to the Final Supplemented Prospectus which will supplement or amend the Final Supplemented Prospectus so that, as supplemented or amended, it will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances when the Final Supplemented Prospectus is delivered, not misleading or which will effect any other necessary compliance. In case any Underwriter is required to deliver a prospectus in connection with the sale of any Preference Stock after the expiration of the period specified in the preceding sentence, the Company, upon the request of such Underwriter, will furnish to such Underwriter, at the expense of such Underwriter, a reasonable quantity of a supplemented or amended prospectus, or supplements or amendments to the Final Supplemented Prospectus, complying with Section 10(a) of the 1933 Act. During the period specified in the second sentence of this subsection, the Company will advise continue to prepare and file with the Underwriter Commission on a timely basis all documents or amendments required under the 1934 Act and confirm the rules and regulations thereunder; provided, that the Company shall not file such documents or amendments without also furnishing copies thereof prior to such filing to the Representative and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ LLP. (c) The Company will endeavor, in cooperation with the Underwriters, to qualify the Preference Stock for offering and sale under the applicable securities laws of such states and the other jurisdictions of the United States as the Representative may designate; provided, however, that the Company shall not be obligated to qualify as a foreign corporation in any jurisdiction in which it is not so qualified or to file a consent to service of process or to file annual reports or to comply with any other requirements in connection with such qualification deemed by notice the Company to be unduly burdensome. (d) The Company will make generally available to its security holders as soon as practicable but not later than 45 days after the close of the period covered thereby, an earnings statement of the Company (in writing: (i) when the Registration Statement, as amended, becomes effective, if form complying with the provisions of Rule 430A promulgated 158 of the rules and regulations under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information. If the Commission or any state securities commission or regulatory authority shall enter a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.1933

Covenants of the Company. The Company covenants and agrees with the Underwriter as followsthat: (a) The Company shall use its best efforts to cause will (A) prepare and timely file with the Commission under Rule 424(b) under the Act a Prospectus in a form approved by the Underwriter containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rules 430A and any amendments thereto to become effective as promptly as practicable 430C under the Act, and will (B) not at any time, whether before or after the effective date of the Registration Statement, file any amendment to the Registration Statement or distribute an amendment or supplement to the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; copy or (ii) to which the Underwriter shall have objected; reasonably objected in writing or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and RegulationsRegulations and (C) file on a timely basis all reports and any definitive proxy or information statements required to be filed by the Company with the Commission subsequent to the date of the Prospectus and prior to the termination of the offering of the Securities by the Underwriter. (b) As soon as the Company is advised or obtains knowledge thereof, the The Company will advise the Underwriter and confirm by notice in writing: promptly (iA) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when Statement or any post-effective amendment to thereto shall have become effective, (B) of receipt of any comments from the Commission, (C) of any request of the Commission for amendment of the Registration Statement becomes effective; or for supplement to the Prospectus or for any additional information, and (iiD) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the any Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or of the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension that purpose or pursuant to Section 8A of the qualification Act. The Company will use its best efforts to prevent the issuance of any such order and to obtain as soon as possible the lifting thereof, if issued. (c) The Company will cooperate with the Underwriter in endeavoring to qualify the Securities for offering sale under the securities laws of such jurisdictions as the Underwriter may reasonably have designated in writing and will make such applications, file such documents, and furnish such information as may be reasonably required for that purpose, provided the Company shall not be required to qualify as a foreign corporation or sale to file a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent. The Company will, from time to time, prepare and file such statements, reports, and other documents, as are or may be required to continue such qualifications in effect for so long a period as the Underwriter may reasonably request for distribution of the initiationSecurities. (d) The Company will deliver to, or upon the threateningorder of, the Underwriter, from time to time, as many copies of any proceeding for that purpose; Preliminary Prospectus as the Underwriter may reasonably request. The Company will deliver to, or upon the order of, the Underwriter during the period when delivery of a Prospectus (ivor, in lieu thereof, the notice referred to under Rule 173(a) under the Act) (the "Prospectus Delivery Period") is required under the Act, as many copies of the receipt Prospectus in final form, or as thereafter amended or supplemented, as the Underwriter may reasonably request. The Company will deliver to the Underwriter at or before the Closing Date, four signed copies of any comments from the Commission; Registration Statement and all amendments thereto including all exhibits filed therewith, and will deliver to the Underwriter such number of copies of the Registration Statement (vincluding such number of copies of the exhibits filed therewith that may reasonably be requested), and of all amendments thereto, as the Underwriter may reasonably request. (e) The Company will comply with the Act and the Rules and Regulations, and the Exchange Act, and the rules and regulations of any request by the Commission for thereunder, so as to permit the completion of the distribution of the Units as contemplated in this Agreement and the Prospectus. If during the period in which a prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Act) is required by law to be delivered by an Underwriter or dealer, any event shall occur as a result of which, in the judgment of the Company or in the reasonable opinion of the Underwriter, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or, if it is necessary at any time to amend or supplement the Prospectus to comply with any law, the Company promptly will prepare and file with the Commission an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended or supplemented will not be misleading, or so that the Prospectus will comply with the law. (f) If the General Disclosure Package is being used to solicit offers to buy the Units at a time when the Prospectus is not yet available to prospective purchasers and any event shall occur as a result of which, in the judgment of the Company or in the reasonable opinion of the Underwriter, it becomes necessary to amend or supplement the General Disclosure Package in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or to make the statements therein not conflict with the information contained in the Registration Statement then on file, or if it is necessary at any time to amend or supplement the General Disclosure Package to comply with any law, the Company promptly will prepare, file with the Commission (if required) and furnish to the Underwriter and any dealers an appropriate amendment or supplement to the Prospectus or for additional information. If General Disclosure Package. (g) The Company will make generally available to its security holders, as soon as it is practicable to do so, but in any event not later than 15 months after the Commission or any state securities commission or regulatory authority effective date of the Registration Statement, an earnings statement (which need not be audited) in reasonable detail, covering a period of at least 12 consecutive months beginning after the effective date of the Registration Statement, which earnings statement shall enter a stop order or suspend satisfy the requirements of Section 11(a) of the Act and Rule 158 under the Act and will advise the Underwriter in writing when such qualification at any timestatement has been so made available. (h) Prior to the Closing Date, the Company will make every furnish to the Underwriter, as soon as they have been prepared by or are available to the Company, a copy of any unaudited interim financial statements of the Company for any period subsequent to the period covered by the most recent financial statements appearing in the Registration Statement and the Prospectus. (i) The Company hereby agrees that until the Company consummates a Business Combination, it shall not issue any shares of Common Stock or any options or other securities convertible into Common Stock, or any shares of preferred stock which participate in any manner in the Trust Account or which vote as a class with the Common Stock on the Business Combination. (j) The Company will use its best efforts to effect and maintain the listing of the Securities on the American Stock Exchange. For a period of at least four years from the Effective Date, or until such earlier time upon which the Company is required to be liquidated, the Company will use its best efforts to maintain the registration of the Units, Common Stock and Warrants under the provisions of the Exchange Act. The Company will not deregister the Units under the Exchange Act without the prior written consent of the Underwriter. (k) The Company shall apply the net proceeds of its sale of the Securities as set forth in the Registration Statement and the Prospectus and shall file such reports with the Commission with respect to the sale of the Securities and the application of the proceeds therefrom as may be required in accordance with Rule 463 under the Act. (l) The Company shall not invest, or otherwise use the proceeds received by the Company from its sale of the Securities in such a manner as would require the Company or any of the Subsidiaries to register as an investment company under the 1940 Act. (m) The Company will maintain a transfer agent and, if necessary under the jurisdiction of incorporation of the Company, a registrar for the Common Stock. (n) The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company. (o) In connection with the Directed Unit Program, the Company will comply with all applicable securities and other applicable laws, rules and regulations in each jurisdiction in which the directed untis are offered in connection with the Directed Unit Program and ensure that the Directed Units will be restricted to the extent required by the NASD or the NASD rules from sale, transfer, assignment, pledge or hypothecation for a period of three months following the date of the effectiveness of the Registration Statement. BAI will notify the Company as to which DSP Participants will need to be so restricted. The Company will direct the transfer agent to place stop transfer restrictions upon such securities for such period of time. Should the Company release, or seek to release, from such restrictions any of the Directed Units, the Company agrees to reimburse the Underwriter and BAI for any reasonable effort expense (including, without limitation, legal expenses) they incur in connection with such release. (p) In no event will the fees payable under the Services Agreement be more than $7,500 per month in the aggregate. (q) Except as set forth in this paragraph 4(q), the Company shall not pay any Initial Stockholder or any of their affiliates any fees or compensation from the Company, for services rendered to the Company prior to, or in connection with, the consummation of a Business Combination; provided that the Initial Stockholders shall be entitled to reimbursement from the Company for their out-of-pocket expenses incurred in connection with seeking and consummating a Business Combination. (r) The Company will reserve and keep available that maximum number of its authorized but unissued securities which are issuable upon exercise of any of the Securities outstanding from time to time. (s) Prior to the consummation of a Business Combination or the liquidation of the Trust Account, the Company shall not issue any shares of Common Stock, Warrants or any options or other securities convertible into Common Stock, or any shares of preferred stock which participate in any manner in the Trust Account or which vote as a class with the Common Stock on a Business Combination. (t) The Company agrees that it will use its best efforts to prevent the Company from becoming subject to Rule 419 under the Act prior to the consummation of any Business Combination. (u) The Company hereby agrees that prior to commencing its due diligence investigation of any operating business which the Company seeks to acquire for its initial Business Combination ("Target Business") or obtaining the services of any vendor or service provider or other entity, it will use its best efforts to cause the Target Business or vendor or service provider or other entity with which the Company executes an agreement to execute a waiver letter in the form attached hereto as Exhibit A and Exhibit B. It is understood that the Company may not be able to obtain promptly such letters in some or all circumstances and that, nonetheless, the lifting Company may still proceed with such due diligence investigations and enter into agreements with such parties or obtaining of services, as applicable. In the event that a vendor or Target Business refuses to enter into such ordera waiver letter, the Company may engage such vendor or commence due diligence investigations of, or enter into discussions with, such Target Business, provided the Company determines that it would be unable to obtain, on reasonable terms, substantially similar services or opportunities from another entity willing to enter into such a waiver. (v) Prior to the consummation of the initial Business Combination, the Company will submit such transaction to the Company's stockholders for their approval ("Business Combination Vote") even if the nature of the acquisition is such as would not ordinarily require stockholder approval under applicable state law; and in the event that the

Covenants of the Company. The Company covenants and agrees with the Underwriter as followsCF&Co that: (a) The Company shall use its best efforts to cause After the Registration Statement and any amendments thereto to become effective as promptly as practicable and will not at any time, whether before or after the effective date of this Agreement and during the Registration Statementperiod in which a prospectus relating to the Shares is required to be delivered by CF&Co under the Act, file the Company will notify CF&Co promptly of the time when any subsequent amendment to the Registration Statement has been filed with the Commission and has become effective or any subsequent supplement to the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Underwriter and confirm by notice in writing: (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) of any request by the Commission for any amendment or supplement to the Registration Statement or Prospectus or for additional information; it will prepare and file with the Commission, promptly upon CF&Co's request, any amendments or supplements to the Registration Statement or Prospectus that, in CF&Co's reasonable judgment, may be necessary or advisable in connection with the distribution of the Shares by CF&Co (provided, however that the failure of CF&Co to make such request shall not relieve the Company of any obligation or liability hereunder, or affect CF&Co's right to rely on the representations and warranties made by the Company in this Agreement); the Company will not file any amendment or supplement to the Registration Statement or Prospectus relating to the Shares unless a copy thereof has been submitted to CF&Co a reasonable period of time before the filing and CF&Co has not reasonably objected thereto (provided, however that the failure of CF&Co to make such objection shall not relieve the Company of any obligation or for additional information. If liability hereunder, or affect CF&Co's right to rely on the representations and warranties made by the Company in this Agreement); and it will furnish to CF&Co at the time of filing thereof a copy of any document that upon filing is deemed to be incorporated by reference in the Registration Statement or Prospectus; and the Company will cause each amendment or supplement to the Prospectus to be filed with the Commission as required pursuant to the applicable paragraph of Rule 424(b) of the Rules and Regulations or, in the case of any document to be incorporated therein by reference, to be filed with the Commission as required pursuant to the Exchange Act, within the time period prescribed. (b) The Company will advise CF&Co, promptly after it receives notice or obtains knowledge thereof, of the issuance or threatened issuance by the Commission of any state securities commission stop order suspending the effectiveness of the Registration Statement, of the suspension of the qualification of the Shares for offering or regulatory authority shall enter sale in any jurisdiction, or of the initiation or threatening of any proceeding for any such purpose; and it will promptly use its reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such a stop order or suspend such qualification at any timeshould be issued. (c) During the period in which a prospectus relating to the Shares is required to be delivered by CF&Co under the Act with respect to the offer and sale of the Shares, the Company will comply so far as it is able with all requirements imposed upon it by the Act and by the Rules and Regulations, as from time to time in force, so far as necessary to permit the continuance of sales in the Shares during such period in accordance with the provisions hereof and the Prospectus, and will file on or before their respective due dates all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14, 15(d) or any other provision of or under the Exchange Act. If during such period any event occurs as a result of which the Prospectus as then amended or supplemented would include an untrue statement of a material fact or omit to state a material fact necessary to make every reasonable effort the statements therein, in the light of the circumstances then existing, not misleading, or if during such period it is necessary to obtain amend or supplement the Registration Statement or Prospectus to comply with the Act, the Company will promptly notify CF&Co to suspend the lifting offering of Shares during such period and the Company will promptly amend or supplement the Registration Statement or Prospectus (at the expense of the Company) so as to correct such statement or omission or effect such compliance. (d) During the period when the Prospectus relating to the Shares is required to be delivered under the Act, the Company will use its best efforts to cause the Shares to be listed on the Exchange and to qualify the Shares for sale under the securities laws of such orderjurisdictions as CF&Co designates and to continue such qualifications in effect so long as required for the distribution of the Shares; provided that the Company shall not be required in connection therewith to qualify as a foreign corporation or dealer in securities, file a general consent to service of process in any jurisdiction, or meet any other requirement in connection with this Section 7(d) deemed by the Company to be unduly burdensome. (e) The Company will furnish to CF&Co and its counsel (at the expense of the Company) copies of the Registration Statement, the Prospectus (including all documents incorporated by reference therein) and all amendments and supplements to the Registration Statement or Prospectus that are filed with the Commission during the period in which a prospectus relating to the Shares is required to be delivered under the Act (including all documents filed with the Commission during such period that are deemed to be incorporated by reference therein), in each case as soon as reasonably practicable and in such quantities as CF&Co may from time to time reasonably request and, at CF&Co's request, will also furnish copies of the Prospectus to each exchange or market on which sales of Shares may be made. (f) The Company will make generally available to its security holders as soon as practicable, but in any event not later than 15 months after the end of the Company's current fiscal quarter, an earnings statement covering a 12-month period that satisfies the provisions of Section 11(a) of the Act and Rule 158 of the Rules and Regulations. (g) The Company, whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, will pay all expenses incident to the performance of its obligations hereunder, including, but not limited to, expenses relating to (i) the preparation, printing and filing of the Registration Statement and each amendment and supplement thereto, of the Prospectus and of each amendment and supplement thereto, (ii) the preparation, issuance and delivery of the Shares, (iii) the fees and disbursements of the Company's counsel and accountants, (iv) the qualification of the Shares under securities laws in accordance with the provisions of Section 7(d) of this Agreement, including filing fees, (v) the printing and delivery to CF&Co of copies of the Prospectus and any amendments or supplements thereto, and of this Agreement, (vi) the fees and expenses incurred in connection with the listing or qualification of the Shares for trading on the Exchange, or (vii) filing fees and expenses, if any, of the Commission and the National Association of Securities Dealers, Inc. Corporate Finance Department. (h) The Company will use the Net Proceeds as described in the Prospectus and, in any case, shall not use such proceeds to make a loan to any employee, officer, director or stockholder of the Company, or to repay any loan or other obligation of the Company to any such person (in any such case, regardless of whether such loan was authorized by the Company's Board of Directors prior to the date hereof). (i) The Company shall provide CF&Co notice as promptly as reasonably possible before it offers to sell, contracts to sell, sells, grants any option to sell or otherwise disposes of any shares of Common Stock (other than Shares offered pursuant to the provisions of this Agreement) or securities convertible into or exchangeable for Common Stock, warrants or any rights to purchase or acquire Common Stock; provided, that such notice shall not be required in connection with the Company's issuance or sale of (i) Common Stock, options to purchase shares of Common Stock or Common Stock issuable upon the exercise of options, pursuant to any employee or director stock option or benefits plan, stock ownership plan or dividend reinvestment plan (but not shares subject to a waiver to exceed plan limits in its dividend reinvestment plan) of the Company whether now in effect or hereafter implemented, and (ii) Common Stock issuable upon conversion of securities or the exercise of warrants, options or other rights in effect or outstanding, and disclosed in writing to CF&Co. (j) The Company will, at any time during the term of this Agreement, as supplemented from time to time, advise CF&Co immediately after it shall have received notice or obtain knowledge thereof, of any information or fact that would alter or affect in any material respect any opinion, certificate, letter or other document required to be provided to CF&Co pursuant to this Agreement. (k) The Company will cooperate with any due diligence review conducted by CF&Co or its agents, including, without limitation, providing information and making available documents and senior corporate officers, as CF&Co may reasonably request; provided, however, that the Company shall be required to make available documents and senior corporate officers only (i) at the Company's principal offices and (ii) during the Company's ordinary business hours. (l) The Company agrees that on such dates as the Rules and Regulations shall require, the Company will (i) file a prospectus supplement with the Commission under the applicable paragraph of Rule 424(b) under the Act (each and every filing under Rule 424(b), a "Filing Date"), which prospectus supplement will set forth, within the relevant period, the amount of Placement Shares sold through CF&Co, the Net Proceeds to the Company and the compensation payable by the Company to CF&Co with respect to such Placement Shares, and (ii) deliver such number of copies of each such prospectus supplement to each exchange or market on which such sales were effected as may be required by the rules or regulations of such exchange or market. (m) From the time solicitation regarding the sale of the Shares is begun until all of the Shares have been sold, each time the Company (i) files the Prospectus relating to the Shares or amends or supplements the Registration Statement or the Prospectus relating to the Shares (other than a prospectus supplement filed in accordance with Section 7(l) of this Agreement) by means of a post-effective amendment, sticker, or supplement but not by means of incorporation of document(s) by reference to the Registration Statement or the Prospectus relating to the Shares; (ii) files an annual report on Form 10-K under the Exchange Act; (iii) files its quarterly reports on Form 10-Q under the Exchange Act; (iv) files a report on Form 8-K containing amended financial information (other than an earnings release) under the Exchange Act; or (v) files a From 8-K under the Exchange Act for any other purpose (the date of filing each of the aforementioned documents is referred to as a "Representation Date"); the Company shall furnish CF&Co (but in the case of (v) above only if requested by CF&Co) with a certificate, in form attached hereto as Exhibit 7(m), to the effect that on the Representation Date, to the best of his or her knowledge, (A) the representations and warranties of the Company in this Agreement are true and correct in all material respects; and (B) the Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Representation Dates. (n) From the time solicitation regarding the sales of the Shares is begun until all of the Shares have been sold, at each Representation Date referred to in Section 7(m), the Company shall concurrently furnish CF&Co (but in the case of Section 7(m)(v) only if requested by CF&Co) with a written opinion of Morrison & Foerster LLP, counsel for the Company, dated the Represen▇▇▇▇▇▇ ▇ate, ▇▇ ▇▇▇stantially the form attached hereto as Exhibit 7(n)(1) (for the -12- filing of the Prospectus relating to the Shares), and Exhibit 7(n)(2) (for subsequent dates), but modified, as necessary, to relate to the Registration Statement and the Prospectus as then amended or supplemented; provided, however, that in lieu of such opinion, counsel may furnish CF&Co with a letter to the effect that CF&Co may rely on a prior opinion delivered under this Section 7(n) to the same extent as if it were dated the date of such letter (except that statements in such prior opinion shall be deemed to relate to the Registration Statement and the Prospectus as amended or supplemented at such Representation Date). (o) From the time solicitation regarding the sales of the Shares is begun until all of the Shares have been sold, each time that the Registration Statement is amended or the Prospectus supplemented to include additional amended financial information or there is filed with the Commission any document incorporated by reference into the Prospectus which contains additional amended financial information, the Company shall cause its independent accountants to furnish CF&Co letters (the "Comfort Letters"), dated the date of filing of such supplement or other document with the Commission, as the case may be, in form and substance satisfactory to CF&Co, (i) confirming that they are independent public accountants within the meaning of the Act and are in compliance with the applicable requirements relating to the qualification of accountants under Rule 2-01 of Regulation S-X of the Commission, (ii) stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants' "comfort letters" to underwriters in connection with registered public offerings (the first such letter, the "Initial Comfort Letter") and (iii) updating the Initial Comfort Letter with any information which would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter. (p) The Company will not, directly or indirectly take any action designed to cause or result in, or that constitutes or might reasonably be expected to constitute, the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Placement Shares. (q) The Company acknowledges and agrees that CF&Co has informed the Company that CF&Co may, to the extent permitted under the Act and the Exchange Act, purchase and sell Shares for its own account at the same time as Shares are being sold by the Company pursuant to this Agreement, provided that the Company shall not be deemed to have authorized or consented to any such purchases or sales by CF&Co. (r) The Company will use its best efforts to meet the requirements to qualify as a REIT under the Internal Revenue Code unless and until the Company's board of directors determines by resolution that it is in the best interests of the Company's stockholders not to so qualify. (s) The Company and its Subsidiaries shall maintain, or caused to be maintained, insurance in such amounts and covering such risks as is reasonable and customary for companies engaged in similar businesses in similar industries. (t) The Company and each of its Subsidiaries shall maintain, or cause to be maintained, all material environmental permits, licenses and other authorizations required by federal, state and local law in order to conduct their businesses as described in the Prospectus, and the Company and each of its Subsidiaries shall conduct their businesses, or cause their businesses to be conducted, in substantial compliance with such permits, licenses and authorizations and with applicable environmental laws, except where the failure to maintain or be in compliance with such permits, licenses and authorizations would not have a Material Adverse Effect. (u) Each authorization or Placement Notice issued by the Company to CF&Co to solicit offers to purchase Shares shall be deemed to be an affirmation that the representa

Covenants of the Company. The Company covenants and agrees with the Underwriter as followsseveral Underwriters that: (a) The Company shall will use its best efforts to cause the Registration Statement and any amendments subsequent amendment thereto to become effective as promptly as practicable and possible; it will not at any timenotify you, whether before or promptly after the effective date it shall receive notice thereof, of the time when the Registration Statement, file Statement or any subsequent amendment to the Registration Statement has become effective or any supplement to the Prospectus or file any document under the Exchange Act: (i) before termination of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; or (ii) to which the Underwriter shall have objected; or (iii) which is not in compliance with the Act, the Exchange Act or the Rules and Regulations. (b) As soon as the Company is advised or obtains knowledge thereof, the Company will advise the Underwriter and confirm by notice in writing: (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effectivefiled; (ii) of the issuance by the Commission of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for the suspension of the qualification of the Securities for offering or sale in any jurisdiction or of the initiation, or the threatening, of any proceeding for that purpose; (iv) of the receipt of any comments from the Commission; and (v) it will notify you promptly of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; it will prepare and file with the Commission, promptly upon your request, any amendment amendments or supplements to the Registration Statement or Prospectus which, in your reasonable opinion, may be necessary or advisable in connection with the distribution of the Shares by the Underwriters; it will promptly prepare and file with the Commission, and promptly notify you of the filing of, any amendment amendments or supplement supplements to the Registration Statement or Prospectus which may be necessary to correct any statements or omissions, if, at any time when a prospectus relating to the Shares is required to be delivered under the Act, any event shall have occurred as a result of which the Prospectus or for additional information. If any other prospectus relating to the Commission or any state securities commission or regulatory authority shall enter Shares as then in effect would include an untrue statement of a stop order or suspend such qualification at any time, the Company will make every reasonable effort to obtain promptly the lifting of such order.material

Covenants of the Company. The Company covenants and agrees with the Underwriter as followsManager: (a) The Company shall use its best efforts From the time solicitation regarding sale of the Shares is begun until all of the Shares have been sold, to cause advise the Manager promptly of any proposal to amend or supplement the Registration Statement or the Prospectus relating to the Shares by means of a post-effective amendment, sticker, or supplement (including a prospectus filed pursuant to Rule 424(b) of the Regulations under the Act that differs from the Prospectus relating to the Shares first filed pursuant to such Rule 424(b) but excepting post-effective amendments, supplements, and stickers relating solely to (1) pricing, if any, (2) incorporation of document(s) by reference into the Registration Statement or the Prospectus relating to the Shares or (3) the filing of other distribution agreements entered into by the Company); to afford the Manager a reasonable opportunity to comment on any such proposed post-effective amendment, sticker or supplement; to advise the Manager of the filing with the Commission of any such post-effective amendment, sticker or supplement unless a copy thereof has been submitted to the Manager a reasonable period of time before the filing; and to file all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act for so long as the delivery of a prospectus is required in connection with the offering or sale of the Shares and to advise the Manager of any such filing; (b) To promptly advise the Manager of any request by the Commission for amendments thereto or supplements to become effective the Registration Statement or 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 lifting or removal of such order as promptly soon as possible; (c) To make available to the Manager, as soon as practicable after the Registration Statement becomes effective, and will not at thereafter from time to time to furnish to the Manager, copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any time, whether before amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Manager may reasonably request for the purposes contemplated by the Act, which Prospectus and any amendments or supplements thereto furnished to the Manager will be materially identical to the version created to be transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T; and for so l▇▇▇ ▇s this agreement is in effect, the Company will prepare and file promptly such amendment or amendments to the Registration Statement and the Prospectus as may be necessary to comply with the requirements of Section 10(a)(3) of the Act; the Company shall be deemed to have complied with this Section 6(c) upon filing of all documents required under this Section with the Commission via EDGAR, provided the Company shall furnish the Manager with a copy of ▇▇▇ ▇ocuments required under this Section not previously furnished prior to filing such documents with the Commission and provided further that the Company shall promptly notify the Manager of (x) any such filing that is not timely made with the Commission and (y) any filing by the Company of a Form 12b-25; (d) To promptly notify the Manager to suspend the offering of Shares upon the happening of any event known to the Company within the time during which a Prospectus relating to the Shares is required to be delivered under the Act which, in the judgment of the Company, would require the making of any change in the Prospectus then being used, or in the information incorporated therein by reference, so that the Prospectus would not include 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, during such time, to prepare and furnish, at the Company's expense, to the Manager promptly such amendments or supplements to such Prospectus as may be necessary to reflect any such change and, to the extent it relates solely to the Shares, to furnish the Manager with a copy of such proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly to furnish at the Company's own expense to the Manager, copies in such quantities and at such locations as the Manager may from time to time reasonably request of an appropriate amendment to the Registration Statement or supplement to the Prospectus so that the Prospectus as so amended or file any document under the Exchange Act: supplemented will (i) before termination of the offering of the Securities by the Underwriter which the Underwriter shall not previously have been advised and furnished with a copy; reflect such change, or (ii) to which not, in the Underwriter shall have objected; light of the circumstances when it is so delivered, be misleading, or (iii) which comply with applicable securities laws; the Company shall be deemed to have complied with this Section 4(d) upon filing of all documents required under this Section with the Commission via EDGAR, provided the Company shall furnish the Manager with a copy of ▇▇▇ ▇ocuments required under this Section not previously furnished prior to filing such documents with the Commission and provided further that the Company shall promptly notify the Manager of (x) any such filing that is not in compliance timely made with the Act, Commission and (y) any filing by the Exchange Act or the Rules and Regulations.Company of a Form 12b-25; (be) As soon To furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under the securities or blue sky laws of such states as the Company is advised or obtains knowledge thereof, Manager may reasonably designate and to maintain such qualifications in effect so long as required for the distribution of the Shares; provided that the Company will shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of any such state (except service of process with respect to the offering and sale of the Shares); and to promptly advise the Underwriter and confirm by notice in writing: (i) when the Registration Statement, as amended, becomes effective, if the provisions of Rule 430A promulgated under the Act will be relied upon, when the Prospectus has been filed in accordance with said Rule 430A and when any post-effective amendment to the Registration Statement becomes effective; (ii) Manager of the issuance receipt by the Commission Company of any stop order or of the initiation, or the threatening of any proceeding, suspending the effectiveness of the Registration Statement or any order preventing or suspending the use of the Preliminary Prospectus or the Prospectus, or any amendment or supplement thereto, or the institution or proceeding for that purpose; (iii) of the issuance by any state securities commission of any proceedings for notification with respect to the suspension of the qualification of the Securities Shares for offering or sale in any jurisdiction or of the initiation, initiation or the threatening, threatening in writing of any proceeding for such purpose; (f) To furnish to the Manager any of the following items that purposeare not filed with the Commission via EDGAR: (i) copies of any reports or other communications which the Co▇▇▇▇▇ shall send directly to its stockholders (except with respect to information on the Company's website), and (ii) copies of any financial statements or reports filed with any national securities exchange on which any class of securities of the Company is listed, in each case as soon as such reports, communications, documents or information becomes available; provided that the Company shall promptly notify the Manager of (x) any required filing that is not timely made with the Commission and (y) any filing by the Company of a Form 12b-25; (g) To make generally available to its security holders, and to deliver to the Manager, an earnings statement of the Company (which will satisfy the provisions of Section 11(a) and Rule 158 of the Act) covering a period of twelve months beginning after the end of the fiscal quarter of the Company in which occurred 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; (h) Whether or not the transactions contemplated hereunder are consummated or this Agreement is terminated, to pay all of its expenses incident to the performance of its obligations hereunder, including, but not limited to, such costs, expenses, fees and taxes in connection with (i) the preparation and filing of the Registration Statement, the Prospectus, each Prospectus Supplement, and any amendments or supplements thereto, and the printing and furnishing of copies of each thereof to the Manager (including costs of mailing and shipment), (ii) the registration, issue, sale and delivery of the Shares, (iii) any power of attorney and any closing documents (including compilations thereof) and the reproduction and/or printing and furnishing of copies of each thereof to the Manager (including costs of mailing and shipment), (iv) the qualification of the receipt Shares for offering and sale under state laws and the determination of their eligibility for investment under state law as aforesaid (including the reasonable legal fees and filing fees and other disbursements of counsel for the Manager) and the printing and furnishing of copies of any comments from blue sky surveys to the Commission; and Manager, (v) the listing of the Shares on the NYSE and any registration thereof under the Exchange Act, (vi) any filing for review of the public offering of the Shares by the NASD (including the reasonable legal fees and other reasonable disbursements of counsel for the Manager in connection with any such filing) and (vii) the reasonable fees and disbursements of the Company's counsel and accountants. The Manager will pay its own out-of-pocket costs and expenses incurred in connection with entering into this Agreement and the transactions contemplated by this Agreement, including, without limitation, travel, reproduction, printing and similar expenses as well as the fees and disbursements of its legal counsel; (i) To apply the net proceeds from the sale of the Shares in the manner set forth in the Prospectus; (j) Not to sell, offer or agree to sell, contract to sell, grant any option to sell or otherwise dispose of, directly or indirectly, any shares of 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 permit the registration under the Act of any request by shares of Common Stock, except for (i) the registration of the Shares and the sales through the Manager pursuant to this Agreement or to the Manager pursuant to any Terms Agreement, (ii) sales of shares through any dividend reinvestment and stock purchase plan of the Company, (iii) shares and/or options granted pursuant to employee benefit plans and shares of Common Stock issuable upon the exercise of such outstanding options during the period from the date of this Agreement through the final Filing Date for the sale of Shares pursuant to Section 3(a) of this Agreement, (iv) issuances of shares in privately negotiated transactions exempt from registration pursuant to Section 3(a)(9) of the Act, (v) issuances and sales of shares in private transactions exempt from registration under the Act, (vi) issuances of shares to a trust or trusts for the benefit of certain of the labor unions covering the Company's employees, (vii) issuances of shares pursuant to Section 3(a)(10) of the Act, and (viii) the exercise or conversion of any security which can be converted for Common Stock, without giving the Manager at least three business days' prior notice as provided in Section 3(a)(ii) requiring the Manager to suspend activity under this program; (k) Prior to commencement of the offering of Shares under this Agreement, to ensure that the Shares will be authorized for listing, subject to official notice of issuance, on the NYSE; (l) Upon commencement of the offering of Shares under this Agreement, and each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented (other than (A) a Prospectus Supplement filed pursuant to Rule 424(b) under the Act pursuant to Section 3(a)(vii) of this Agreement or (B) the Registration Statement or Prospectus is amended or supplemented in order to describe an offering of securities other than the Shares), (ii) there is filed with the Commission for any amendment document incorporated by reference into the Prospectus (other than a Current Report on Form 8-K, unless the Manager shall otherwise reasonably request), or (iii) Shares are delivered to the Manager pursuant to a Terms Agreement, to furnish or cause to be furnished to the Manager forthwith a certificate dated and delivered the date of effectiveness of such amendment, the date of filing with the Commission of such supplement or other document, or the Time of Delivery, as the case may be, in form satisfactory to the Manager to the effect that the statements contained in the certificate referred to in Section 5(e) of this Agreement which were last furnished to the Manager are true and correct at the time of such amendment, supplement, filing, or delivery, as the case may be, as though made at and as of such time (except that such statements shall be deemed to relate to the Registration Statement or any amendment or supplement and the Prospectus as amended and supplemented to such time) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 5(e), modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such certificate; (m) Upon commencement of the offering of Shares under this Agreement, and each time that (i) the Registration Statement or for additional information. If the Prospectus is amended or supplemented (other than (A) a Prospectus Supplement filed pursuant to Rule 424(b) under the Act pursuant to Section 3(a)(vii) of this Agreement or (B) the Registration Statement or Prospectus is amended or supplemented in order to describe an offering of securities other than the Shares), or (ii) Shares are delivered to the Manager pursuant to a Terms Agreement, to furnish or cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of counsel to the Company ("Company Counsel") satisfactory to the Manager, dated and delivered the date of effectiveness of such amendment, the date of filing with the Commission of such supplement or other document, or the Time of Delivery, as the case may be, in form and substance satisfactory to the Manager, of the same tenor as the opinions set forth in Annex II of this Agreement, but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion; (n) Upon commencement of the offering of Shares under this Agreement, and each time that (i) the Registration Statement or the Prospectus is amended or supplemented (other than (A) a Prospectus Supplement filed pursuant to Rule 424(b) under the Act pursuant to Section 3(a)(vii) of this Agreement or (B) the Registration Statement or Prospectus is amended or supplemented in order to describe an offering of securities other than the Shares), (ii) there is filed with the Commission any state securities commission document incorporated by reference into the Prospectus (other than a Current Report on Form 8-K, unless the Manager shall otherwise reasonably request), or regulatory authority shall enter (iii) Shares are delivered to the Manager pursuant to a stop order Terms Agreement, to furnish or suspend cause to be furnished forthwith to the Manager and to counsel to the Manager a written opinion of the general counsel of the Company ("General Counsel"), dated and delivered the date of effectiveness of such qualification at any timeamendment, the Company will make every reasonable effort to obtain promptly date of filing with the lifting Commission of such order.supplement or other document, or Time of Delivery, as the case may be, in form and substance satisfactory to the Manager, of the same tenor as the opinions set forth in Annex III of this Agreement (and, to the extent required in Section 5(f) of this Agreement, as set in forth in Annex II of this Agreement), but modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the time of delivery of such opinion; (o) Upon commencement of the offering of Shares under this Agreement, and each time that (i) the Registration Statement or the Prospectus shall be amended or supplemented to include additional amended financial information, (ii) Shares are delivered to the Manager pursuant to a Terms Agreement, or (iii) the Company shall file an annual report on Form 10-K, to cause the Accountants, or other independent accountants reasonably satisfactory to the Manager, forthwith to furnish the Manager a letter, dated