(xx)                              there are no existing or, to the knowledge of the Company, threatened labor disputes with the employees of the Company which could have, individually or in the aggregate, a Material Adverse Effect;

(yy)                          the Company and, to the knowledge of the Company, the executive officers and directors of the Company in their capacities as such, are in compliance in all material respects with the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder that are effective and applicable to the Company as of the date hereof; and

(zz)                              no consent, approval, authorization or order of, or qualification with, any governmental body or agency, other than those obtained, is required in connection with the offering of the Directed Shares in any jurisdiction where the Directed Shares are being offered; the Company has not offered, or caused the Representative to offer, Shares to any person pursuant to the Directed Share Program with the specific intent to unlawfully influence (i) a customer or supplier of the Company to alter the customer’s or supplier’s level or type of business with the Company or (ii) a trade journalist or publication to write or publish favorable information about the Company or its products;

Any certificate signed by any officer of the Company delivered to the Representative or to counsel for the Underwriters pursuant to or in connection with this Agreement shall be deemed a representation and warranty by the Company to each Underwriter as to the matters covered thereby.

(B)                                Each Selling Stockholder, severally and not jointly, represents and warrants to the Underwriters that:

(a)                                  such Selling Stockholder has full power and authority, corporate or otherwise, to enter into this Agreement and the Custody Agreement and Power of Attorney.  All authorizations and consents from third parties necessary for the execution and delivery by such Selling Stockholder of the Custody Agreement and Power of Attorney, and for the execution of this Agreement on behalf of such Selling Stockholder, have been given. Each of the Custody Agreement and Power of Attorney and this Agreement has been duly and validly authorized, executed and delivered by or on behalf of such Selling Stockholder, and each of the Custody Agreement and Power of Attorney constitutes a valid and binding agreement of such Selling Stockholder and is enforceable against such Selling Stockholder in accordance with the terms thereof and hereof, except as may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or similar laws affecting creditors’ rights generally, and by general principles of equity, and

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except to the extent that the indemnification and contribution provisions hereof or thereof may be limited by applicable laws and public policy considerations in respect thereof;

(b)                                 such Selling Stockholder now has, or with respect to Selling Stockholders established in the Netherlands or the Netherlands Antilles, as applicable, one or more of their general partners or, as applicable, all (general) partners, have, and at the Closing Time or the applicable Option Closing Time will have, (i) good and marketable title to, or, with respect to the Option Shares, if any, held through DTC, beneficial ownership of the Option Shares, if any, to be sold by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or claims whatsoever (other than pursuant to the Custody Agreement and Power of Attorney), and (ii) full legal right and power, corporate or otherwise, and all authorizations and approvals required by law, to sell, transfer and deliver such Option Shares, if any, to the Underwriters hereunder and to make the representations, warranties and agreements made by such Selling Stockholder herein;

(c)                                  upon (i) payment for the Option Shares, if any, to be sold by the Selling Stockholder pursuant to this Agreement, (ii) delivery of the Option Shares, if any, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC, (iii) registration of the Option Shares, if any, in the name of Cede or such other nominee and (iv) appropriate crediting of the Option Shares, if any, on the books of DTC to the securities accounts of the Underwriters in accordance with the New York UCC (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (as such phrase is defined in Section 8-105 of the New York UCC) to the Shares), (A) DTC will be a protected purchaser of the Shares (within the meaning of Section 8-303 of the New York UCC), (B) under Section 8-501 of the New York UCC, the Underwriters will acquire a security entitlement in respect of the Shares and (C) no action based on any adverse claim (within the meaning of Section 8-102 of the New York UCC) to the Option Shares, if any, may be asserted against the Underwriters with respect to such security entitlement, in each case assuming that when such payment, delivery and crediting occur, (x) the Option Shares, if any, will have been registered in the name of Cede or another applicable nominee designated by DTC, in each case on the Company's share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a "clearing corporation" within the meaning of Section 8-102 of the New York UCC and (z) appropriate entries to the accounts of the Underwriters in the records of DTC will have been made pursuant to the New York UCC and any other applicable law, rule or regulation.

(d)                                 the execution, delivery and performance of this Agreement, the Custody Agreement and Power of Attorney by or on behalf of such Selling Stockholder and the consummation of the transactions contemplated herein and therein by such Selling Stockholder, do not and will not conflict with, or result in any breach of, or constitute a default under (nor constitute any event which with notice, lapse of time, or both would constitute a breach of, or default under), (i) any provision of the formation, organizational or governing documents, if any, of such Selling Stockholder, or (ii) any provision of any license, indenture, mortgage, deed of trust, loan or credit agreement or other agreement or instrument to which the Selling Stockholder is a party or by which it or its properties may

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be bound or affected, or (iii) under any federal, state, local or foreign law, regulation or rule or any decree, judgment or order applicable to the Selling Stockholder or its properties or assets, except in the case of (ii) and (iii) above, for any such conflict, breach or default as would not, individually or in the aggregate, materially and adversely affect the ability of such Selling Stockholder to perform its obligations hereunder, under the Custody Agreement or under the Power of Attorney; or result in the creation or imposition of any material lien, charge, claim or encumbrance upon any property or asset of the Selling Stockholder (other than on the Option Shares, if any, to be sold by such Selling Stockholder pursuant to this Agreement, the Custody Agreement and Power of Attorney);

(e)                                  no approval, authorization, consent or order of or filing or registration with any federal, state, local or foreign governmental or regulatory commission, board, body, authority or agency is required by the Selling Stockholder in connection with the Selling Stockholder’s execution, delivery and performance of this Agreement, the Custody Agreement and Power of Attorney by or on behalf of such Selling Stockholder, the consummation of the transactions contemplated herein and therein by or on behalf of such Selling Stockholder, and the sale and delivery of the Option Shares, if any, by or on behalf of such Selling Stockholder, other than (i) registration of the Option Shares, if any, under the Securities Act, (ii) such as have been obtained, or will have been obtained at the relevant Option Closing Time, under the Securities Act and the Exchange Act, (iii) such filings to be made or approvals as have been obtained regarding the Option Shares, if any, on the Nasdaq and (iv) any necessary qualification under the securities or blue sky laws of the various jurisdictions in which the Option Shares, if any, are being offered by the Underwriters, except, in the case of (i) through (iv) above, as would not, individually or in the aggregate, result in a Material Adverse Effect;

(f)                                    such Selling Stockholder is not prompted to sell the Option Shares, if any, based on any material, non-public information concerning the Company;

(g)                                 (A) at the time of its effectiveness, (B) on the date of this Agreement and (C) on the date of delivery of the Option Shares, if any, the Registration Statement did not and will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, not misleading and (ii) on its date, at the time of filing of the Prospectus pursuant to Rule 424(b) or (if no such filing is required) at the time of the effectiveness, any Rule 462 Registration Statement which becomes effective prior to the Closing Time in which the Prospectus is included, and on the date of delivery of the Option Shares, if any,  the Prospectus will not include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.  Such Selling Stockholder makes the representations in the preceding sentence only to the extent that any statements in or omissions from the Registration Statement or the Prospectus are based on written information furnished to the Company by such Selling Stockholder specifically for use therein, it being understood and agreed that the only such information is that specified in Section 9(b) hereof;

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(h)                                 such Selling Stockholder, or any person acting on behalf of such Selling Stockholder, other than as set forth herein, has not distributed and will not distribute any Free Writing Prospectus, preliminary prospectus, the Prospectus or any other offering material in connection with the offering and sale of the Option Shares, if any, except for any such distribution to which the Representative has consented in advance; and such Selling Stockholder has not taken and will not take, directly or indirectly, any action intended, or which might reasonably be expected, to cause or result in, under the Securities Act, the Securities Act Regulations or otherwise, or which has constituted, stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Option Shares, if any;

(i)                                     the Option Shares, if any, to be sold hereunder by such Selling Stockholder have been placed in custody, for the purpose of making delivery of such Shares under this Agreement and under the Custody Agreement and Power of Attorney which appoints The Bank of New York, as custodian for such Selling Stockholder;

(j)                                     such Selling Stockholder has not relied upon the Representative or legal counsel for the Representative for any legal, tax or accounting advice in connection with the offering and sale of the Option Shares, if any;

(k)                                  except in the case of DLJ Merchant Banking III, L.P. and its affiliates, Morgan Stanley & Co. Incorporated and as otherwise disclosed to the Underwriters and the Company in writing, such Selling Stockholder is not a member of or an affiliate of or associated with any member of the NASD; and

(l)                                     any certificate signed by any Selling Stockholder delivered to the Representative or to counsel for the Underwriters pursuant to or in connection with this Agreement shall be deemed a representation and warranty by the Selling Stockholder to each Underwriter as to the matters covered thereby.

4.                                       Certain Covenants:

A.                                   The Company hereby agrees with each Underwriter:

(a)                                  to furnish such information as may be required and otherwise to cooperate in qualifying the Shares for offering and sale under, or establishing an exemption from such qualification under, the securities or blue sky laws of such jurisdictions (both domestic and foreign) as the Representative may designate and to maintain such qualifications or exemption in effect as long as requested by the Representative for the distribution of the Shares, provided that the Company shall not be required to qualify as a foreign corporation or to consent to the service of process under the laws of, or subject itself to taxation as doing business in, any such jurisdiction (except service of process with respect to the offering and sale of the Shares);

(b)                                 if, at the time this Agreement is executed and delivered, it is necessary for a post-effective amendment to the Registration Statement to be declared effective before

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the offering of the Shares may commence, the Company will endeavor to cause such post-effective amendment to become effective as soon as possible and will advise the Representative promptly and, if requested by the Representative, will confirm such advice in writing, when such post-effective amendment has become effective;

(c)                                  to prepare the Prospectus in a form approved by the Representative and file such Prospectus with the Commission pursuant to Rule 424(b) under the Securities Act on or before the second day following the execution and delivery of this Agreement or on such other day as the parties may mutually agree and to furnish promptly copies of the Prospectus (or of the Prospectus as amended or supplemented if the Company shall have made any amendments or supplements thereto after the effective date of the Registration Statement) in such quantities and at such locations as the Underwriters may reasonably request for the purposes contemplated by the Securities Act Regulations, which Prospectus and any amendments or supplements thereto furnished to the Underwriters will be identical in all material respects to the version transmitted to the Commission for filing via EDGAR, except to the extent permitted by Regulation S-T;

(d)                                 during the time in which a prospectus relating to the Shares is required to be delivered under the Securities Act or the Securities Act Regulations, to advise the Representative promptly and (if requested by the Representative) to confirm such advice in writing, when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective under the Securities Act Regulations;

(e)                                  to furnish a copy of each proposed Free Writing Prospectus to the Representative and counsel for the Underwriters and obtain the consent of the Representative, which consent shall not be unreasonably withheld or delayed, prior to referring to, using or filing with the Commission any Free Writing Prospectus pursuant to Rule 433(d) under the Securities Act, other than the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto;

(f)                                    to comply with the requirements of Rules 164 and 433 of the Securities Act Regulations applicable to any Issuer Free Writing Prospectus, including timely filing with the Commission, legending and record keeping, as applicable;

(g)                                 during the time in which a prospectus relating to the Shares is required to be delivered under the Securities Act or the Securities Act Regulations, to advise the Representative immediately, confirming such advice in writing, of (i) the receipt of any comments from, or any request by, the Commission for amendments or supplements to the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or for additional information with respect thereto, (ii) the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any order preventing or suspending the use of the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, or of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, or of the initiation or threatening of any proceedings for any of such purposes and, if the Commission or any other government agency or authority should issue any such order, to make every

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reasonable effort to obtain the lifting or removal of such order as soon as possible, (iii) any examination pursuant to Section 8(e) of the Securities Act concerning the Registration Statement, or (iv) if the Company becomes subject to a proceeding under Section 8A of the Securities Act in connection with the public offering of Shares contemplated herein; to advise the Representative promptly of any proposal to amend or supplement the Registration Statement, the Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus and to file no such amendment or supplement to which the Representative shall reasonably object in writing prior to such filing (unless required to do so by law);

(h)                                 to furnish to the Underwriters for a period of two (2) years from the date of this Agreement (i) as soon as available, copies of all annual, quarterly and current reports or other communications supplied to holders of shares of Common Stock, and (ii) as soon as practicable after the filing thereof, copies of all reports filed by the Company with the Commission, the NASD or any securities exchange, provided, however, that the Company will not be required to furnish reports or other communications or information that is available on EDGAR or other publicly available electronic means;

(i)                                     to advise the Underwriters promptly of the happening of any event or development known to the Company within the time during which a prospectus relating to the Shares (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is required to be delivered under the Securities Act Regulations which, in the judgment of the Company or in the reasonable opinion of the Representative or counsel for the Underwriters, (i) would require the making of any change in the Prospectus or the Disclosure Package so that the Prospectus or the Disclosure Package would not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, (ii) as a result of which any Issuer Free Writing Prospectus conflicted or would conflict with the information contained in the Registration Statement relating to the Shares, or (iii) if it is necessary at any time to amend or supplement the Prospectus or the Disclosure Package to comply with any law and, during such time, to promptly prepare and furnish to the Representative copies of the proposed amendment or supplement before filing any such amendment or supplement with the Commission and thereafter promptly furnish, at the Company’s own expense, to the Underwriters and to dealers, copies in such quantities and at such locations as the Representative may from time to time reasonably request of an appropriate amendment or supplement to the Prospectus or the Disclosure Package so that the Prospectus or the Disclosure Package as so amended or supplemented will not, in the light of the circumstances when it (or in lieu thereof the notice referred to in Rule 173(a) under the Securities Act Regulations) is so delivered, be misleading or, in the case of any Issuer Free Writing Prospectus, conflict with the information contained in the Registration Statement, or so that the Prospectus or the Disclosure Package will comply with the law;

(j)                                     to file promptly with the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free

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Writing Prospectus that may, in the judgment of the Company or the Representative, be required by the Securities Act or requested by the Commission;

(k)                                  prior to filing with the Commission any amendment or supplement to the Registration Statement, any Preliminary Prospectus, the Prospectus or any Issuer Free Writing Prospectus, to furnish a copy thereof to the Representative and counsel for the Underwriters and to obtain the consent of the Representative which consent shall not be unreasonably withheld or delayed;

(l)                                     to furnish promptly to the Representative such number of conformed copies of the Registration Statement, as initially filed with the Commission, and of all amendments or supplements thereto (including all exhibits filed therewith or incorporated by reference therein) as the Representative may reasonably request;

(m)                               to apply the net proceeds of the sale of the Initial Shares in accordance with its statements under the caption “Use of Proceeds” in the Prospectus and the Disclosure Package;

(n)                                 to make generally available to its security holders and to deliver to the Representative as soon as practicable, but in any event not later than the end of the fiscal quarter first occurring after the first anniversary of the effective date of the Registration Statement an earnings statement complying with the provisions of Section 11(a) of the Securities Act (in form, at the option of the Company, complying with the provisions of Rule 158 of the Securities Act Regulations,) covering a period of 12 months beginning after the effective date of the Registration Statement;

(o)                                 to use its reasonable best efforts to list the Shares on the Nasdaq, provided that the Company has a sufficient number of stockholders to be eligible to list the Shares on Nasdaq, and if applicable, to file with the Nasdaq all documents and notices required by the Nasdaq of companies that have securities that are traded and quotations for which are reported by the Nasdaq and to use its reasonable best efforts to maintain the quotation of the Shares on the Nasdaq, and to comply in all material respects with the applicable corporate governance requirements set forth in the NASD’s Nasdaq Marketplace Rules standards in effect from time to time;

(p)                                 the Company and any of the officers and directors of the Company in their capacities as such, are, and at the Closing Time and any Option Closing Time will be in compliance in all material respects with the provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated thereunder that are effective and applicable to the Company on such date;

(q)                                 to engage and maintain, at its expense, a registrar and transfer agent for the Shares;

(r)                                    to refrain, from the date hereof until 180 days after the date of the Prospectus, without the prior written consent of the Representative, from, directly or

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indirectly, (i) offering, pledging, selling, contracting to sell, selling any option or contract to purchase, purchasing any option or contract to sell, granting any option for the sale of, or otherwise disposing of or transferring, (or entering into any transaction or device which is designed to, or could be expected to, result in the disposition by any person at any time in the future of), any share of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, or filing any registration statement under the Securities Act with respect to any of the foregoing, or (ii) entering into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Common Stock, whether any such swap or transaction described in clause (i) or (ii) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise; provided, however, that the foregoing restrictions do not apply to (a) the issuance and sale of the Initial Shares by the Company to the Underwriters in connection with the public offering contemplated by this Agreement, (b) the filing of amendments or supplements to the Company’s registration statement (Reg. No. 333-133983) (the “Shelf Registration Statement”) relating to the registration of shares of Common Stock pursuant to the Registration Rights Agreement dated April 11, 2006, (c) the filing of a Rule 462(b) Registration Statement, if any, and a registration statement on Form S-8, (d) the issuance or sale of shares of Common Stock or the execution of any agreement to issue shares of Common Stock in connection with the acquisition of stock or assets of another business, by merger or otherwise, provided that the recipients of such shares of Common Stock agree to the same lock-up provisions and the remaining period to which the Company is subject, (e) the issuance of any securities pursuant to the Company’s stock incentive plan, and (f) the issuance of any shares of Common Stock upon the exercise of any options issued pursuant to the Company’s stock incentive plan as described in the Registration Statement;