ex101.htm


    
Exhibit 10.1

      
        


      

      


       

      
        ______________________________________________________________________________

        ______________________________________________________________________________

      

      


       

       

      INSITUFORM
TECHNOLOGIES, INC.

       

      (a
Delaware corporation)

       

      9,000,000
Shares of Class A Common Stock

       

      PURCHASE
AGREEMENT

       

       

      Dated:  February
10, 2009

       

      ______________________________________________________________________________

      ______________________________________________________________________________

      



      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      


      


      INSITUFORM
TECHNOLOGIES, INC.

      (a
Delaware corporation)

      9,000,000
Shares of Class A Common Stock

      (Par
Value $0.01 Per Share)

      PURCHASE
AGREEMENT

       

      February
10, 2009

       

      
        MERRILL
LYNCH & CO.

        
          
          

        

        Merrill
Lynch, Pierce, Fenner & Smith Incorporated

          as
Representative of the several Underwriters

        4 World
Financial Center

        New York,
New York  10080

      

       

      Ladies
and Gentlemen:

       

       Insituform
Technologies, Inc., a Delaware corporation (the “Company”), confirms its
agreement with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated (“Merrill Lynch”) and each of the other Underwriters named in
Schedule A hereto (collectively, the “Underwriters,” which term shall also
include any underwriter substituted as hereinafter provided in Section 10
hereof), for whom Merrill Lynch is acting as representative (in such capacity,
the “Representative”), with respect to the issue and sale by the Company, and
the purchase by the Underwriters, acting severally and not jointly, of the
respective numbers of shares of Class A Common Stock, par value $0.01 per share
(“Common Stock”), of the Company set forth in Schedule A hereto, and with
respect to the grant by the Company to the Underwriters, acting severally and
not jointly, of the option described in Section 2(b) hereof to purchase all or
any part of 1,350,000 additional shares of Common Stock to cover overallotments,
if any.  The aforesaid 9,000,000 shares of Common Stock (the “Initial
Securities”) to be purchased by the Underwriters and all or any part of the
1,350,000 shares of Common Stock subject to the option described in Section 2(b)
hereof (the “Option Securities”) are hereinafter called, collectively, the
“Securities.”

       

      The
Company understands that the Underwriters propose to make a public offering of
the Securities as soon as the Representative deems advisable after this
Agreement has been executed and delivered.

       

      The
Company has filed with the Securities and Exchange Commission (the “Commission”)
a shelf registration statement on Form S-3 (No. 333-154716), including the
related preliminary prospectus or prospectuses, covering the registration of the
Securities under the Securities Act of 1933, as amended (the “1933
Act”).  Promptly after execution and delivery of this Agreement, the
Company will prepare and file a prospectus in accordance with the provisions of
Rule 430B (“Rule 430B”) of the rules and regulations of the Commission under the
1933 Act (the “1933 Act Regulations”) and paragraph (b) of Rule 424 (“Rule
424(b)”) of the 1933 Act Regulations.  Any information included in
such prospectus that was omitted from such registration statement at the time it
became effective but that is deemed to be part of and included in such
registration statement pursuant to Rule 430B is referred to as “Rule 430B
Information.”  Each prospectus used in connection with the offering of
the Securities that omitted Rule 430B Information is herein called a
“preliminary prospectus.”  Such registration statement, at any given
time, including the amendments thereto to such time, the exhibits and any
schedules thereto at such time, the documents incorporated by reference therein
pursuant to Item 12 of Form S-3 under the 1933 Act at such time and the
documents otherwise deemed to be a part thereof or included therein by 1933 Act
Regulations, is herein called the “Registration Statement.” The Registration
Statement at the time it

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      

       

      originally
became effective is herein called the “Original Registration
Statement.”  The final prospectus in the form first furnished to the
Underwriters for use in connection with the offering of the Securities, together
with the documents incorporated by reference therein pursuant to Item 12 of Form
S-3 under the 1933 Act at the time of the execution of this Agreement and any
preliminary prospectuses that form a part thereof, are herein collectively
called the “Prospectus.”  For purposes of this Agreement, all
references to the Registration Statement, any preliminary prospectus, the
Prospectus or any amendment or supplement to any of the foregoing shall be
deemed to include the copy filed with the Commission pursuant to its Electronic
Data Gathering, Analysis and Retrieval system (“EDGAR”).

       

      All
references in this Agreement to financial statements and schedules and other
information which is “contained,” “included” or “stated” in the Registration
Statement, any preliminary prospectus or the Prospectus (or other references of
like import) shall be deemed to mean and include all such financial statements
and schedules and other information which is incorporated by reference in or
otherwise deemed by 1933 Act Regulations to be a part of or included in the
Registration Statement, any preliminary prospectus or the Prospectus, as the
case may be; and all references in this Agreement to amendments or supplements
to the Registration Statement, any preliminary prospectus or the Prospectus
shall be deemed to mean and include the filing of any document under the
Securities Exchange Act of 1934, as amended (the “1934 Act”), which is
incorporated by reference in or otherwise deemed by 1933 Act Regulations to be a
part of or included in the Registration Statement, such preliminary prospectus
or the Prospectus, as the case may be.

       

             SECTION
1.           Representations and
Warranties.

       

      (a)           Representations and Warranties by
the Company.  The Company represents and warrants to each
Underwriter as of the date hereof, as of the Applicable Time referred to in
Section 1(a)(ii) hereof, as of the Closing Time referred to in Section 2(c)
hereof, and as of each Date of Delivery (if any) referred to in Section 2(b)
hereof, and agrees with each Underwriter, as follows:

       

      (i)    
       Registration
Requirements. At the time of filing the Original Registration Statement
and at the date hereof, the Company met and meets the requirements for use of
Form S-3 under the 1933 Act.

       

      (ii)           Registration Statement,
Prospectus and Disclosure at Time of Sale.  The Original
Registration Statement became effective on November 14, 2008, and any
post-effective amendment thereto has become effective.  No stop order
suspending the effectiveness of the Registration Statement has been issued under
the 1933 Act and no proceedings for that purpose have been instituted or are
pending or, to the knowledge of the Company, are contemplated by the Commission,
and any request on the part of the Commission for additional information has
been complied with.

       

      Any offer
that is a written communication relating to the Securities made prior to the
filing of the Original Registration Statement by the Company or any person
acting on its behalf (within the meaning, for this paragraph only, of Rule
163(c) of the 1933 Act Regulations) has been filed with the Commission in
accordance with the exemption provided by Rule 163 of the 1933 Act Regulations
(“Rule 163”) and otherwise complied with the requirements of Rule 163, including
without limitation the legending requirement, to qualify such offer for the
exemption from Section 5(c) of the 1933 Act provided by Rule 163.

       

             At the
respective times the Original Registration Statement and each amendment thereto
became effective, at each deemed effective date with respect to the Underwriters
pursuant to Rule 430B(f)(2) of the 1933 Act Regulations and at the Closing Time
(and, if any Option Securities are purchased, at the Date of Delivery), the
Registration Statement complied and will

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      comply in
all material respects with the requirements of the 1933 Act and the 1933 Act
Regulations and did not and will not contain 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 not misleading.

       

            Neither the Prospectus nor any
amendments or supplements thereto, at the time the Prospectus or any such
amendment or supplement was issued and at the Closing Time (and, if any Option
Securities are purchased, at the Date of Delivery), included or will include an
untrue statement of a material fact or omitted or will 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.

       

      Each
preliminary prospectus (including the prospectus or prospectuses filed as part
of the Original Registration Statement or any amendment thereto) complied when
so filed in all material respects with the 1933 Act Regulations and each
preliminary prospectus and the Prospectus delivered to the Underwriters for use
in connection with this offering was identical to the electronically transmitted
copies thereof filed with the Commission pursuant to EDGAR, except to the extent
permitted by Regulation S-T.

       

      As of the
Applicable Time, neither (x) the Issuer General Use Free Writing Prospectus(es)
(as defined below) issued at or prior to the Applicable Time, the Statutory
Prospectus (as defined below) and the information included on Schedule B hereto,
all considered together (collectively, the “General Disclosure Package”), nor
(y) any individual Issuer Limited Use Free Writing Prospectus (as defined
below), when considered together with the General Disclosure Package, included
any untrue statement of a material fact or omitted 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.

       

      As used
in this subsection and elsewhere in this Agreement:

       

      “Applicable
Time” means 7:00 a.m. (Eastern time) on February 11, 2009 or such other time as
agreed by the Company and Merrill Lynch.

       

      “Issuer
Free Writing Prospectus” means any “issuer free writing prospectus,” as defined
in Rule 433 of the 1933 Act Regulations (“Rule 433”), relating to the Securities
that (i) is required to be filed with the Commission by the Company, (ii) is a
“road show that is a written communication” within the meaning of Rule
433(d)(8)(i), whether or not required to be filed with the Commission or (iii)
is exempt from filing pursuant to Rule 433(d)(5)(i) because it contains a
description of the Securities or of the offering that does not reflect the final
terms, in each case in the form filed or required to be filed with the
Commission or, if not required to be filed, in the form retained in the
Company’s records pursuant to Rule 433(g).

       

      “Issuer
General Use Free Writing Prospectus” means any Issuer Free Writing Prospectus
that is intended for general distribution to prospective investors, as evidenced
by its being specified in Schedule E hereto.

       

      “Issuer
Limited Use Free Writing Prospectus” means any Issuer Free Writing Prospectus
that is not an Issuer General Use Free Writing Prospectus.

       

      “Statutory
Prospectus” as of any time means the prospectus relating to the Securities that
is included in the Registration Statement immediately prior to that time,
including any
document incorporated by reference therein and any preliminary or other
prospectus deemed to be a part thereof.

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


       

      Each
Issuer Free Writing Prospectus, as of its issue date and at all subsequent times
through the completion of the public offer and sale of the Securities or until
any earlier date that the issuer notified or notifies Merrill Lynch as described
in Section 3(e), did not, does not and will not include any information that
conflicted, conflicts or will conflict with the information contained in the
Registration Statement or the Prospectus, including any document incorporated by
reference therein and any preliminary or other prospectus deemed to be a part
thereof that has not been superseded or modified.

       

      The
representations and warranties in this subsection shall not apply to statements
in or omissions from the Registration Statement, the Prospectus or any Issuer
Free Writing Prospectus made in reliance upon and in conformity with written
information furnished to the Company by any Underwriter through Merrill Lynch
expressly for use therein.

       

      (iii)           Incorporated
Documents.  The documents incorporated or deemed to be
incorporated by reference in the Registration Statement and the Prospectus (the
“Incorporated Documents”) that have been filed on or before the date hereof were
timely filed with the Commission, except to the extent that late filings have
been waived by the Commission. The Incorporated Documents, at the time they were
or hereafter are filed with the Commission, complied and will comply in all
material respects with the requirements of the 1934 Act and the rules and
regulations of the Commission thereunder (the “1934 Act Regulations”), and, when
read together with the other information in the Prospectus, (a) at the time the
Original Registration Statement became effective, (b) at the earlier of the time
the Prospectus was first used and the date and time of the first contract of
sale of Securities in this offering and (c) at the Closing Time (and if any
Option Securities are purchased, at the Date of Delivery), did not and will not
contain 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 not
misleading.

       

      (iv)           Independent
Accountants.  To the knowledge of the Company, the accountants
who certified the financial statements and supporting schedules included in the
Registration Statement are independent public accountants as required by the
1933 Act and the 1933 Act Regulations.

       

      (v)           Financial
Statements.  The financial statements included in the
Registration Statement, the General Disclosure Package and the Prospectus,
together with the related financial statement schedules and notes, present
fairly the financial position of the Company and its consolidated subsidiaries
at the dates indicated and the statements of operations, stockholders’ equity
and cash flows of the Company and its consolidated subsidiaries for the periods
specified; said financial statements have been prepared in conformity with
generally accepted accounting principles (“GAAP”) applied on a consistent basis
throughout the periods involved.  The supporting schedules, if any,
present fairly in accordance with GAAP the information required to be stated
therein.  The selected financial data and the summary financial
information included in the General Disclosure Package and the Prospectus
present fairly the information shown therein and have been compiled on a basis
consistent with that of the audited financial statements included in the
Registration Statement. The financial statements, if any, included in the
Registration Statement, General Disclosure Package and the Prospectus with
respect to acquired companies pursuant to Rule 3-05 of Regulation S-X of the
1933 Act Regulations, together with the related financial statement schedules
and notes, present fairly the financial position of any such acquired company at
the dates indicated and the statements of operations, stockholders’

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      equity
and cash flows of such acquired company for the periods specified. The pro forma
financial statements and the related notes thereto, if any, included in the
Registration Statement, the General Disclosure Package and the Prospectus
present fairly the information shown therein, have been prepared in accordance
with the Commission’s rules and guidelines with respect to pro forma financial
statements and have been properly compiled on the bases described therein, and
the assumptions used in the preparation thereof are reasonable and the
adjustments used therein are appropriate to give effect to the transactions and
circumstances referred to therein.  All disclosures contained in the
Registration Statement, the General Disclosure Package or the Prospectus
regarding “non-GAAP financial measures” (as such term is defined by the rules
and regulations of the Commission) comply with Regulation G under the 1934 Act
and Item 10 of Regulation S-K of the 1933 Act Regulations, to the extent
applicable.

       

      (vi)           Backlog. The
information related to the Company’s backlog included in the Registration
Statement, the General Disclosure Package and the Prospectus is based on
reasonable assumptions made by the Company and accurately reflects in all
material respects the backlog of the Company and its consolidated subsidiaries
at the dates indicated and for the periods specified.

       

      (vii)           No Material Adverse Change
in Business.  Since the respective dates as of which
information is given in the Registration Statement, the General Disclosure
Package or the Prospectus, except as otherwise stated therein, (A) there has
been no material adverse change in the condition, financial or otherwise, or in
the earnings, business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business (a “Material Adverse Effect”), (B) there has been no
material loss or interference with the Company’s business from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, nor has there been any
change in the capital stock of the Company, (C) there have been no transactions
entered into by the Company or any of its subsidiaries, other than those in the
ordinary course of business, which are material with respect to the Company and
its subsidiaries considered as one enterprise, and (D) there has been no
dividend or distribution of any kind declared, paid or made by the Company on
any class of its capital stock.

       

      (viii)          Good Standing of the
Company.  The Company has been duly organized and is validly
existing as a corporation in good standing under the laws of the State of
Delaware and has corporate power and authority to own, lease and operate its
properties and to conduct its business as described in the General Disclosure
Package and the Prospectus and to enter into and perform its obligations under
this Agreement; and the Company is duly qualified as a foreign corporation to
transact business and is in good standing in each other jurisdiction in which
such qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure so to qualify or
to be in good standing would not result in a Material Adverse
Effect.

       

      (ix)           Good Standing of
Subsidiaries.  Each “significant subsidiary” of the Company (as
such term is defined in Rule 1-02 of Regulation S-X of the 1933 Act Regulations)
(each a “Subsidiary” and, collectively, the “Subsidiaries”) has been duly
organized and is validly existing in good standing under the laws of the
jurisdiction of its organization, has organizational power and authority to own,
lease and operate its properties and to conduct its business as described in the
General Disclosure Package and the Prospectus and is duly qualified to transact
business and is in good standing in each jurisdiction in which such
qualification is required, whether by reason of the ownership or leasing of
property or the conduct of business, except where the failure so to qualify or
to be in good standing would not result in a Material Adverse Effect; except
as

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      otherwise
disclosed in the Registration Statement, all of the issued and outstanding
capital stock of each such Subsidiary has been duly authorized and validly
issued, is fully paid and non-assessable and is owned by the Company, directly
or through subsidiaries, free and clear of any security interest, mortgage,
pledge, lien, encumbrance, claim or equity; none of the outstanding shares of
capital stock of any Subsidiary was issued in violation of the preemptive or
similar rights of any security holder of such Subsidiary.  The only
subsidiaries of the Company are the subsidiaries listed on Schedule
C.

       

      (x)           Capitalization.  The
authorized, issued and outstanding capital stock of the Company is as set forth
in the General Disclosure Package and the Prospectus in the column entitled
“Actual” under the caption “Capitalization” (except for subsequent issuances, if
any, pursuant to this Agreement, pursuant to reservations, agreements or
employee benefit plans referred to in the General Disclosure Package and the
Prospectus or pursuant to the exercise of convertible securities or options
referred to in the General Disclosure Package and the
Prospectus).  The shares of issued and outstanding capital stock of
the Company have been duly authorized and validly issued and are fully paid and
non-assessable; none of the outstanding shares of capital stock of the Company
was issued in violation of the preemptive or other similar rights of any
security holder of the Company.

       

      (xi)           Authorization of
Agreement.  This Agreement has been duly authorized, executed
and delivered by the Company.

       

      (xii)           Authorization and
Description of Securities.  The Securities have been duly
authorized for issuance and sale to the Underwriters pursuant to this Agreement
and, when issued and delivered by the Company pursuant to this Agreement against
payment of the consideration set forth herein, will be validly issued, fully
paid and non-assessable; the Common Stock conforms to all statements relating
thereto contained in the General Disclosure Package and the Prospectus; the
description of the Common Stock contained in the Prospectus conforms to the
instruments defining the rights of holders of the Common Stock; no holder of the
Securities will be subject to personal liability by reason of being such a
holder; and the issuance of the Securities is not subject to the preemptive or
other similar rights of any security holder of the Company.

       

      (xiii)           Absence of Defaults and
Conflicts.  Neither the Company nor any of its subsidiaries is
in violation of its amended and restated certificate of incorporation or by-laws
or in default in the performance or observance of any obligation, agreement,
covenant or condition contained in any contract, indenture, mortgage, deed of
trust, loan or credit agreement, note, lease or other agreement or instrument to
which the Company or any of its subsidiaries is a party or by which it or any of
them may be bound, or to which any of the property or assets of the Company or
any subsidiary is subject (collectively, “Agreements and Instruments”) except
for such violations or defaults that would not result in a Material Adverse
Effect; and the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated herein and in the Registration
Statement (including the issuance and sale of the Securities and the use of the
proceeds from the sale of the Securities as described in the General Disclosure
Package and the Prospectus under the caption “Use of Proceeds”) and compliance
by the Company with its obligations hereunder have been duly authorized by all
necessary corporate action and do not and will not, whether with or without the
giving of notice or passage of time or both, conflict with or constitute a
breach of, or default or Repayment Event (as defined below) under, or result in
the creation or imposition of any lien, charge or encumbrance upon any property
or assets of the Company or any subsidiary pursuant to, the Agreements and
Instruments (except for such conflicts, breaches, defaults or Repayment Events
or liens, charges or encumbrances that would not result in a Material Adverse
Effect), nor will such action result in

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      any
violation of the provisions of the amended and restated certificate of
incorporation or by-laws of the Company or any subsidiary or any applicable law,
statute, rule, regulation, judgment, order, writ or decree of any government,
government instrumentality or court, domestic or foreign, having jurisdiction
over the Company or any subsidiary or any of their assets, properties or
operations.  As used herein, a “Repayment Event” means any event or
condition which gives the holder of any note, debenture or other evidence of
indebtedness (or any person acting on such holder’s behalf) the right to require
the repurchase, redemption or repayment of all or a portion of such indebtedness
by the Company or any subsidiary.

       

      (xiv)           Absence of Labor
Dispute.  No labor dispute with the employees of the Company or
any subsidiary exists or, to the knowledge of the Company, is imminent, and the
Company is not aware of any existing or imminent labor disturbance by the
employees of any of its or any subsidiary’s principal suppliers, manufacturers,
customers or contractors, which, in either case, would result in a Material
Adverse Effect.

       

      (xv)           Absence of
Proceedings.  There is no action, suit, proceeding, inquiry or
investigation before or brought by any court or governmental agency or body,
domestic or foreign, now pending, or, to the knowledge of the Company,
threatened, against or affecting the Company or any subsidiary, which is
required to be disclosed in the Registration Statement, the General Disclosure
Package or the Prospectus (other than as disclosed therein), or which would
reasonably be expected to result in a Material Adverse Effect, or which would
reasonably be expected to materially and adversely affect the properties or
assets thereof or the consummation of the transactions contemplated in this
Agreement or the performance by the Company of its obligations hereunder; the
aggregate of all pending legal or governmental proceedings to which the Company
or any subsidiary is a party or of which any of their respective property or
assets is the subject which are not described in the Registration Statement,
including ordinary routine litigation incidental to the business, could not
reasonably be expected to result in a Material Adverse Effect.

       

      (xvi)           Accuracy of
Exhibits.  There are no contracts or documents which are
required to be described in the Registration Statement, the General Disclosure
Package, the Prospectus or the documents incorporated by reference therein or to
be filed as exhibits thereto which have not been so described and filed as
required.

       

      (xvii)           Possession of Intellectual
Property.  The Company or its subsidiaries are the exclusive
owners of the entire right, title and interest in and to the intellectual
property owned by the Company or any of its subsidiaries and material to their
business (the “Owned Intellectual Property”), and have a valid license to use
the intellectual property that is licensed or sublicensed to the Company or any
of its subsidiaries and material to their business (the “Licensed Intellectual
Property” and, together with the Owned Intellectual Property, the “Intellectual
Property”).  The Company or its subsidiaries are entitled to use all
Intellectual Property in the continued operation of the business without
limitation, subject only to the terms of the licenses relating to the Licensed
Intellectual Property.  The Owned Intellectual Property and, to the
best of the Company’s knowledge, the Licensed Intellectual Property have not
been adjudged invalid or unenforceable in whole or in part, and are valid and
enforceable.  The expiration of any patents, patent rights,
trademarks, service marks, trade names or copyrights would not reasonably be
expected to result in a Material Adverse Effect that is not otherwise disclosed
in the Registration Statement, the General Disclosure Package or the
Prospectus.

       

      (xviii)            No Infringement of
Intellectual Property. Except as would not reasonably be expected to
result in a Material Adverse Effect, the conduct of the Company’s or its
subsidiaries’

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      

       

      business
as currently conducted or proposed to be conducted does not infringe or
misappropriate the intellectual property of any third party.  No
material actions or proceedings alleging any of the foregoing are pending, and
no claim has been asserted or, to the knowledge of the Company, threatened
against the Company or any of its subsidiaries alleging any of the foregoing
that would reasonably be expected to result in a Material Adverse
Effect.  To the knowledge of the Company, no person is engaging in any
activity that infringes the Owned Intellectual Property that would result in a
Material Adverse Effect. No Owned Intellectual Property is subject to any
outstanding decree, order, injunction, judgment or ruling restricting the Owned
Intellectual Property or that would impair the validity or enforceability of the
Owned Intellectual Property, except for any such decree, order, injunction,
judgment or writing that would not result in a Material Adverse
Effect.

       

      (xix)           Absence of
Manipulation.  Neither the Company nor any affiliate of the
Company has taken, nor will the Company or any affiliate take, directly or
indirectly, any action which is designed to or which has constituted or which
would reasonably be expected to cause or result in stabilization or manipulation
of the price of any security of the Company to facilitate the sale or resale of
the Securities.

       

      (xx)           Absence of Further
Requirements.  No filing with, or authorization, approval,
consent, license, order, registration, qualification or decree of, any court or
governmental authority or agency is necessary or required for the performance by
the Company of its obligations hereunder, in connection with the offering,
issuance or sale of the Securities hereunder or the consummation of the
transactions contemplated by this Agreement, except such as have been already
obtained or as may be required under the 1933 Act or the 1933 Act Regulations or
state securities laws.

       

      (xxi)           Possession of Licenses and
Permits.  The Company and its subsidiaries possess such
permits, licenses, approvals, consents and other authorizations (collectively,
“Governmental Licenses”) issued by the appropriate federal, state, local or
foreign regulatory agencies or bodies necessary to conduct the business now
operated by them, except where the failure so to possess would not, singly or in
the aggregate, result in a Material Adverse Effect; the Company and its
subsidiaries are in compliance with the terms and conditions of all such
Governmental Licenses, except where the failure so to comply would not, singly
or in the aggregate, result in a Material Adverse Effect; all of the
Governmental Licenses are valid and in full force and effect, except when the
invalidity of such Governmental Licenses or the failure of such Governmental
Licenses to be in full force and effect would not, singly or in the aggregate,
result in a Material Adverse Effect; and neither the Company nor any of its
subsidiaries has received any notice of proceedings relating to the revocation
or modification of any such Governmental Licenses which, singly or in the
aggregate, if the subject of an unfavorable decision, ruling or finding, would
result in a Material Adverse Effect.

       

      (xxii)            Title to
Property.  The Company and its subsidiaries have good and
marketable title to all real property owned by the Company and its subsidiaries
and good title to all other properties owned by them, in each case, free and
clear of all mortgages, pledges, liens, security interests, claims, restrictions
or encumbrances of any kind except such as (a) are described in the General
Disclosure Package and the Prospectus or (b) do not, singly or in the aggregate,
materially affect the value of such property and do not interfere with the use
made and proposed to be made of such property by the Company or any of its
subsidiaries; and all of the leases and subleases material to the business of
the Company and its subsidiaries, considered as one enterprise, and under which
the Company or any of its subsidiaries holds properties described in the General
Disclosure Package and the Prospectus, are in full force and effect, and neither
the

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      Company
nor any subsidiary has any notice of any material claim of any sort that has
been asserted by anyone adverse to the rights of the Company or any subsidiary
under any of the leases or subleases mentioned above, or affecting or
questioning the rights of the Company or such subsidiary to the continued
possession of the leased or subleased premises under any such lease or
sublease.

       

      (xxiii)                      Investment Company
Act.  The Company is not required, and upon the issuance and
sale of the Securities as herein contemplated and the application of the net
proceeds therefrom as described in the General Disclosure Package and the
Prospectus will not be required, to register as an “investment company” under
the Investment Company Act of 1940, as amended (the “1940 Act”).

       

      (xxiv)                      Environmental
Laws.  Except as described in the Registration Statement and
the General Disclosure Package and except as would not, singly or in the
aggregate, result in a Material Adverse Effect, (A) neither the Company nor any
of its subsidiaries is in violation of any federal, state, local or foreign
statute, law, rule, regulation, ordinance, code, policy or rule of common law or
any judicial or administrative interpretation thereof, including any judicial or
administrative order, consent, decree or judgment, relating to pollution or
protection of human health, the environment (including, without limitation,
ambient air, surface water, groundwater, land surface or subsurface strata) or
wildlife, including, without limitation, laws and regulations relating to the
release or threatened release of chemicals, pollutants, contaminants, wastes,
toxic substances, hazardous substances, petroleum or petroleum products,
asbestos-containing materials or mold (collectively, “Hazardous Materials”) or
to the manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of Hazardous Materials (collectively, “Environmental
Laws”), (B) the Company and its subsidiaries have all permits, authorizations
and approvals required under any applicable Environmental Laws and are each in
compliance with their requirements, (C) there are no pending or, to the
knowledge of the Company, threatened administrative, regulatory or judicial
actions, suits, demands, demand letters, claims, liens, notices of noncompliance
or violation, investigation or proceedings relating to any Environmental Law
against the Company or any of its subsidiaries and (D) to the knowledge of the
Company, there are no events or circumstances that would reasonably be expected
to form the basis of an order for clean-up or remediation, or an action, suit or
proceeding by any private party or governmental body or agency, against or
affecting the Company or any of its subsidiaries relating to Hazardous Materials
or any Environmental Laws.

       

      (xxv)                      Accounting Controls and
Disclosure Controls.  The Company and each of its subsidiaries
maintain a system of internal accounting controls sufficient to provide
reasonable assurance that: (1) transactions are executed in accordance with
management’s general or specific authorization; (2) transactions are recorded as
necessary to permit preparation of financial statements in conformity with GAAP
and to maintain accountability for assets; (3) access to assets is permitted
only in accordance with management’s general or specific authorization; and (4)
the recorded accountability for assets is compared with the existing assets at
reasonable intervals and appropriate action is taken with respect to any
differences.  Except as described in the General Disclosure Package
and the Prospectus, since the end of the Company’s most recent audited fiscal
year, there has been (I) no material weakness in the Company’s internal control
over financial reporting (whether or not remediated) and (II) no change in the
Company’s internal control over financial reporting that has materially
affected, or is reasonably likely to materially affect, the Company’s internal
control over financial reporting.

       

      The
Company and its consolidated subsidiaries employ disclosure controls and
procedures that are designed to ensure that information required to be disclosed
by the Company

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      in the
reports that it files or submits under the 1934 Act is recorded, processed,
summarized and reported, within the time periods specified in the Commission’s
rules and forms, and is accumulated and communicated to the Company’s
management, including its principal executive officer or officers and principal
financial officer or officers, as appropriate, to allow timely decisions
regarding disclosure.

       

      (xxvi)                      Compliance with the
Sarbanes-Oxley Act.  There is and has been no failure on the
part of the Company or any of the Company’s directors or officers, in their
capacities as such, to comply in all material respects with any provision of the
Sarbanes-Oxley Act of 2002 and the rules and regulations promulgated in
connection therewith (the “Sarbanes-Oxley Act”), including Section 402 related
to loans and Sections 302 and 906 related to certifications.

       

      (xxvii)                      Pending Proceedings and
Examinations.  The Registration Statement is not the subject of
a pending proceeding or examination under Section 8(d) or 8(e) of the 1933 Act,
and the Company is not the subject of a pending proceeding under Section 8A of
the 1933 Act in connection with the offering of the Securities.

       

      (xxviii)                      Payment of
Taxes.  All United States federal income tax returns of the
Company and its subsidiaries required by law to be filed have been filed and all
taxes shown by such returns or otherwise assessed, which are due and payable,
have been paid, except assessments against which appeals have been or will be
promptly taken and as to which adequate reserves have been
provided.  The United States federal income tax returns of the Company
through the fiscal year ended December 31, 2005 have been settled and there is
no outstanding assessment in connection therewith.  The Company and
its subsidiaries have filed all other tax returns that are required to have been
filed by them pursuant to applicable foreign, state, local or other law except
insofar as the failure to file such returns would not result in a Material
Adverse Effect, and has paid all taxes due pursuant to such returns or pursuant
to any assessment received by the Company and its subsidiaries, except for such
taxes, if any, as are being contested in good faith and as to which adequate
reserves have been provided.  The charges, accruals and reserves on
the books of the Company in respect of any income and corporation tax liability
for any years not finally determined are adequate to meet any assessments or
re-assessments for additional income tax for any years not finally determined,
except to the extent of any inadequacy that would not result in a Material
Adverse Effect.

       

      (xxvii)                      Insurance.  The
Company and its subsidiaries carry or are entitled to the benefits of insurance,
with financially sound and reputable insurers, in such amounts and covering such
risks as is generally maintained by companies of established repute engaged in
the same or similar business, and all such insurance is in full force and
effect.  The Company has no reason to believe that it or any
subsidiary will not be able (A) to renew its existing insurance coverage as and
when such policies expire or (B) to obtain comparable coverage from similar
institutions as may be necessary or appropriate to conduct its business as now
conducted and at a cost that would not result in a Material Adverse Effect.
Neither of the Company nor any subsidiary has been denied any insurance coverage
which it has sought or for which it has applied.

       

      (xxviii)                      Statistical and
Market-Related Data.  Any statistical and market-related data
included in the Registration Statement, the General Disclosure Package and the
Prospectus are based on or derived from sources that the Company believes to be
reliable and accurate, and, if required, the Company has obtained the written
consent to the use of such data from such sources.

       

      (xxix)                      Foreign Corrupt Practices
Act.   Neither the Company nor, to the knowledge of the
Company, any director, officer, agent, employee, affiliate or other person
acting on behalf of

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      the
Company or any of its subsidiaries is aware of or has taken any action, directly
or indirectly, that would result in a violation by such persons of the Foreign
Corrupt Practices Act of 1977, as amended, and the rules and regulations
thereunder (the “FCPA”), including without limitation, making use of the mails
or any means or instrumentality of interstate commerce corruptly in the
furtherance of an offer, payment, promise to pay or authorization of the payment
of any money, or other property, gift, promise to give, or authorization of the
giving of anything of value to any “foreign official” (as such term is defined
in the FCPA) or any foreign political party or official thereof or any candidate
for foreign political office, in contravention of the FCPA and the Company and
to the knowledge of the Company, its affiliates have conducted their businesses
in compliance with the FCPA and have instituted and maintain policies and
procedures designed to ensure and which are reasonable expected to continue to
ensure, continued compliance therewith.

       

      (xxx)                      Money Laundering
Laws.  The operations of the Company are and have been
conducted at all times in compliance with applicable financial recordkeeping and
reporting requirements of the Currency and Foreign Transactions Reporting Act of
1970, as amended, the money laundering statutes of all jurisdictions, the rules
and regulations thereunder and any related or similar rules, regulations or
guidelines, issued, administered or enforced by any governmental agency
(collectively, the “Money Laundering Laws”) and no action, suit or proceeding by
or before any court or governmental agency, authority or body or any arbitrator
involving the Company with respect to the Money Laundering Laws is pending or,
to the best knowledge of the Company, threatened.

       

      (xxxi)                      OFAC.  Neither
the Company nor, to the knowledge of the Company, any director, officer, agent,
employee, affiliate or person acting on behalf of the Company is currently
subject to any U.S. sanctions administered by the Office of Foreign Assets
Control of the U.S. Treasury Department (“OFAC”); and the Company will not
directly or indirectly use the proceeds of the offering, or lend, contribute or
otherwise make available such proceeds to any subsidiary, joint venture partner
or other person or entity, for the purpose of financing the activities of any
person currently subject to any U.S. sanctions administered by
OFAC.

       

      (b)           Representations and Warranties by
the Company with Respect to the Corrpro Business.  The Company
represents and warrants to each Underwriter as of the date hereof, as of the
Applicable Time referred to in Section 1(a)(ii) hereof, as of the Closing Time
referred to in Section 2(c) hereof, and as of each Date of Delivery (if any)
referred to in Section 2(b) hereof, and agrees with each Underwriter, with
respect to the business to be acquired by the Company (the “Corrpro Business”)
pursuant to an agreement and plan of merger, dated February 1, 2009, by and
among the Company, First Down Acquisition Corporation and Corrpro Companies,
Inc. (“Corrpro”), as follows:

       

      (i)           Description of Corrpro
Business.  The description of the Corrpro Business contained in
the Registration Statement is accurate in all material respects.

       

      (ii)           No Material Adverse Change
in Business.  Since September 30, 2008, except as otherwise
stated in the Registration Statement, the General Disclosure Package or the
Prospectus, (A) there has been no material adverse change in the condition,
financial or otherwise, or in the earnings, business affairs or business
prospects of the Corrpro Business, whether or not arising in the ordinary course
of business (a “Corrpro Material Adverse Effect”), (B) there has been no
material loss or interference with the Corrpro Business from fire, explosion,
flood or other calamity, whether or not covered by insurance, or from any labor
dispute or court or governmental action, order or decree, and (C) there have
been no transactions entered into by Corrpro
or any of its subsidiaries, other than those in the ordinary course of business,
which are material with respect to the Corrpro Business.

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


       

      (iii)           Absence of Defaults and
Conflicts.  Neither Corrpro or any of its subsidiaries is in
default in the performance or observance of any obligation, agreement, covenant
or condition contained in any contract, indenture, mortgage, deed of trust, loan
or credit agreement, note, lease or other agreement or instrument with respect
to the Corrpro Business, or to which any of the property or assets of the
Corrpro Business is subject, except for such defaults that would not result in a
Corrpro Material Adverse Effect; and the execution, delivery and performance of
this Agreement and the consummation of the transactions contemplated herein and
in the Registration Statement will not result in any violation of any applicable
law, statute, rule, regulation, judgment, order, writ or decree of any
government, government instrumentality or court, domestic or foreign, having
jurisdiction over the Corrpro Business or any of its assets, properties or
operations.

       

      (iv)           Absence of
Proceedings.  There is no action, suit, proceeding, inquiry or
investigation before or brought by any court or governmental agency or body,
domestic or foreign, now pending, or, to the knowledge of the Company,
threatened, against or affecting the Corrpro Business, which is required to be
disclosed in the Registration Statement, the General Disclosure Package or the
Prospectus (other than as disclosed therein), or which would reasonably be
expected to result in a Corrpro Material Adverse Effect, or which would
reasonably be expected to materially and adversely affect the properties or
assets thereof or the consummation of the transactions contemplated in this
Agreement or the performance by the Company of its obligations hereunder; the
aggregate of all pending legal or governmental proceedings involving the Corrpro
Business or of which any of its property or assets is the subject which are not
described in the Registration Statement, including ordinary routine litigation
incidental to the business, could not reasonably be expected to result in a
Corrpro Material Adverse Effect.

       

      (v)           Title to
Property.  As of the time of the closing of the acquisition of
the Corrpro Business by the Company, the Corrpro Business will have good and
marketable title to all real property owned by the Corrpro Business and good
title to all other properties owned by it, in each case, free and clear of all
mortgages, pledges, liens, security interests, claims, restrictions or
encumbrances of any kind except such as (a) are described in the General
Disclosure Package or the Prospectus or (b) do not, singly or in the aggregate,
materially affect the value of such property and do not interfere with the use
made and proposed to be made of such property by the Corrpro
Business.  All of the leases and subleases material to the Corrpro
Business, and under which the Corrpro Business holds properties described in the
General Disclosure Package and the Prospectus, are in full force and effect, and
neither the Company nor any subsidiary has any notice of any material claim of
any sort that has been asserted by anyone adverse to the rights of the Corrpro
Business under any of the leases or subleases mentioned above, or affecting or
questioning the rights of the Corrpro Business to the continued possession of
the leased or subleased premises under any such lease or sublease.

       

      (vi)           Compliance with
Laws.  The Corrpro Business is, to the knowledge of the
Company, in compliance with the requirements of all laws, regulations and orders
applicable to the Corrpro Business, including but not limited to Environmental
Laws, and has filed all notices, reports, documents or other information
required to be filed thereunder, except where the failure to comply with such
requirement or make such filing would not reasonably be expected to have a
Corrpro Material Adverse Effect.  Except as described in the
Registration Statement and the General Disclosure Package and except as would
not, singly or in the aggregate, result in a

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      Corrpro
Material Adverse Effect, (A) there are no pending or, to the knowledge of the
Company, threatened administrative, regulatory or judicial actions, suits,
demands, demand letters, claims, liens, notices of noncompliance or violation,
investigation or proceedings relating to any Environmental Law against the
Corrpro Business and (B) to the knowledge of the Company, there are no events or
circumstances that might reasonably be expected to form the basis of an order
for clean-up or remediation, or an action, suit or proceeding by any private
party or governmental body or agency, against or affecting the Corrpro Business
relating to Hazardous Materials or any Environmental Laws.

       

      (c)           Representations and Warranties by
the Company with Respect to the Bayou Business.  The Company
represents and warrants to each Underwriter as of the date hereof, as of the
Applicable Time referred to in Section 1(a)(ii) hereof, as of the Closing Time
referred to in Section 2(c) hereof, and as of each Date of Delivery (if any)
referred to in Section 2(b) hereof, and agrees with each Underwriter, with
respect to the business to be acquired by the Company (the “Bayou Business”)
pursuant to an asset purchase agreement, dated January 31, 2009 (the “Bayou
Agreement”), by and among the Company, TBC Acquisition Corp. and The Bayou
Companies, L.L.C. (“Bayou”), as follows:

       

      (i)           Description of Bayou
Business.  The description of the Bayou Business contained in
the Registration Statement is accurate in all material respects.

       

      (ii)           No Material Adverse Change
in Business.  Since September 30, 2008, except as otherwise
stated in the Registration Statement, the General Disclosure Package or the
Prospectus, (A) there has been no material adverse change in the condition,
financial or otherwise, or in the earnings, business affairs or business
prospects of the Bayou Business, whether or not arising in the ordinary course
of business (a “Bayou Material Adverse Effect”), (B) there has been no material
loss or interference with the Bayou Business from fire, explosion, flood or
other calamity, whether or not covered by insurance, or from any labor dispute
or court or governmental action, order or decree, and (C) there have been no
transactions entered into by Bayou or any of its subsidiaries, other than those
in the ordinary course of business, which are material with respect to the Bayou
Business.

       

      (iii)           Absence of Defaults and
Conflicts.  Neither Bayou or any of its subsidiaries is in
default in the performance or observance of any obligation, agreement, covenant
or condition contained in any contract, indenture, mortgage, deed of trust, loan
or credit agreement, note, lease or other agreement or instrument with respect
to the Bayou Business, or to which any of the property or assets of the Bayou
Business is subject, except for such defaults that would not result in a Bayou
Material Adverse Effect; and the execution, delivery and performance of this
Agreement and the consummation of the transactions contemplated herein and in
the Registration Statement will not result in any violation of any applicable
law, statute, rule, regulation, judgment, order, writ or decree of any
government, government instrumentality or court, domestic or foreign, having
jurisdiction over the Bayou Business or any of its assets, properties or
operations.

       

      (iv)           Absence of
Proceedings.  There is no action, suit, proceeding, inquiry or
investigation before or brought by any court or governmental agency or body,
domestic or foreign, now pending, or, to the knowledge of the Company,
threatened, against or affecting the Bayou Business, which is required to be
disclosed in the Registration Statement, the General Disclosure Package or the
Prospectus (other than as disclosed therein), or which would reasonably be
expected to result in a Bayou Material Adverse Effect, or which would reasonably
be expected to materially and adversely affect the properties or assets thereof
or the consummation of the transactions contemplated in this Agreement or the
performance by the

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      Company
of its obligations hereunder; the aggregate of all pending legal or governmental
proceedings involving the Bayou Business or of which any of its property or
assets is the subject which are not described in the Registration Statement,
including ordinary routine litigation incidental to the business, could not
reasonably be expected to result in a Bayou Material Adverse
Effect.

       

      (v)           Title to
Property.  As of the time of the closing of the acquisition of
the Bayou Business by the Company (the “Bayou Closing”), the Bayou Business will
have good and marketable title to all real property owned by the Bayou Business
and good title to all other properties owned by it, in each case, free and clear
of all mortgages, pledges, liens, security interests, claims, restrictions or
encumbrances of any kind except such as (a) are described in the General
Disclosure Package or the Prospectus or (b) do not, singly or in the aggregate,
materially affect the value of such property and do not interfere with the use
made and proposed to be made of such property by the Bayou
Business.  All of the leases and subleases material to the Bayou
Business, and under which the Bayou Business holds properties described in the
General Disclosure Package and the Prospectus, are in full force and effect
(except for certain exceptions thereto that Bayou will correct at or before the
time of the Bayou Closing, unless the parties to the Bayou Agreement agree
otherwise), and neither the Company nor any subsidiary has any notice of any
material claim of any sort that has been asserted by anyone adverse to the
rights of the Bayou Business under any of the leases or subleases mentioned
above, or affecting or questioning the rights of the Bayou Business to the
continued possession of the leased or subleased premises under any such lease or
sublease.

       

      (vi)           Compliance with
Laws.  The Bayou Business is, to the knowledge of the Company,
in compliance with the requirements of all laws, regulations and orders
applicable to the Bayou Business, including but not limited to Environmental
Laws, and has filed all notices, reports, documents or other information
required to be filed thereunder, except where the failure to comply with such
requirement or make such filing would not reasonably be expected to have a Bayou
Material Adverse Effect.  Except as described in the Registration
Statement and the General Disclosure Package and except as would not, singly or
in the aggregate, result in a Bayou Material Adverse Effect, (A) there are no
pending or, to the knowledge of the Company, threatened administrative,
regulatory or judicial actions, suits, demands, demand letters, claims, liens,
notices of noncompliance or violation, investigation or proceedings relating to
any Environmental Law against the Bayou Business and (B) to the knowledge of the
Company, there are no events or circumstances that might reasonably be expected
to form the basis of an order for clean-up or remediation, or an action, suit or
proceeding by any private party or governmental body or agency, against or
affecting the Bayou Business relating to Hazardous Materials or any
Environmental Laws.

       

      (d)           Officer’s
Certificates.  Any certificate signed by any officer of the
Company or any of its subsidiaries delivered to the Representative or to counsel
for the Underwriters shall be deemed a representation and warranty by the
Company to each Underwriter as to the matters covered thereby.

       

      SECTION
2.              Sale and Delivery to
Underwriters; Closing.

       

      (a)           Initial
Securities.  On the basis of the representations and warranties
herein contained and subject to the terms and conditions herein set forth, the
Company agrees to sell to each Underwriter, and each Underwriter, severally and
not jointly, agrees to purchase from the Company, at the price per share set
forth in Schedule D, the number of Initial Securities set forth in Schedule A
opposite the name of such Underwriter, plus any additional number of Initial
Securities which such Underwriter may become obligated to purchase pursuant to
the provisions of Section 10 hereof.

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      (b)           Option
Securities.  In addition, on the basis of the representations
and warranties herein contained and subject to the terms and conditions herein
set forth, the Company hereby grants an option to the Underwriters to purchase,
severally and not jointly, up to an additional 1,350,000 shares of Common Stock
at the price per share set forth in Schedule D, less an amount per share equal
to any dividends or distributions declared by the Company and payable on the
Initial Securities but not payable on the Option Securities.  The
option hereby granted will expire 30 days after the date hereof and may be
exercised in whole or in part from time to time only for the purpose of covering
overallotments which may be made in connection with the offering and
distribution of the Initial Securities upon notice by Merrill Lynch to the
Company setting forth the number of Option Securities as to which the several
Underwriters are then exercising the option and the time and date of payment and
delivery for such Option Securities.  Any such time and date of
delivery (a “Date of Delivery”) shall be determined by Merrill Lynch, but shall
not be later than seven full business days after the exercise of said option,
nor in any event prior to the Closing Time, as hereinafter
defined.  If the option is exercised as to all or any portion of the
Option Securities, each of the Underwriters, acting severally and not jointly,
will purchase that proportion of the total number of Option Securities then
being purchased which the number of Initial Securities set forth in Schedule A
opposite the name of such Underwriter bears to the total number of Initial
Securities, subject in each case to such adjustments as Merrill Lynch in its
discretion shall make to eliminate any sales or purchases of fractional
shares.

       

      (c)           Payment.  Payment
of the purchase price for, and delivery of certificates for, the Initial
Securities shall be made at the offices of Winston & Strawn LLP, 35 West
Wacker Drive, Chicago, Illinois 60601, or at such other place as shall be agreed
upon by the Representative and the Company, at 9:00 A.M. (Eastern time) on the
third (fourth, if the pricing occurs after 4:30 P.M. (Eastern time) on any given
day) business day after the date hereof (unless postponed in accordance with the
provisions of Section 10), or such other time not later than ten business days
after such date as shall be agreed upon by the Representative and the Company
(such time and date of payment and delivery being herein called “Closing
Time”).

       

      In
addition, in the event that any or all of the Option Securities are purchased by
the Underwriters, payment of the purchase price for, and delivery of
certificates for, such Option Securities shall be made at the above-mentioned
offices, or at such other place as shall be agreed upon by the Representative
and the Company, on each Date of Delivery as specified in the notice from the
Representative to the Company.

       

      Payment
shall be made to the Company by wire transfer of immediately available funds to
a bank account designated by the Company, against delivery to the Representative
for the respective accounts of the Underwriters of certificates for the
Securities to be purchased by them.  It is understood that each
Underwriter has authorized the Representative, for its account, to accept
delivery of, receipt for, and make payment of the purchase price for, the
Initial Securities and the Option Securities, if any, which it has agreed to
purchase.  Merrill Lynch, individually and not as representative of
the Underwriters, may (but shall not be obligated to) make payment of the
purchase price for the Initial Securities or the Option Securities, if any, to
be purchased by any Underwriter whose funds have not been received by the
Closing Time or the relevant Date of Delivery, as the case may be, but such
payment shall not relieve such Underwriter from its obligations
hereunder.

       

      (d)           Denominations;
Registration.  Certificates for the Initial Securities and the
Option Securities, if any, shall be in such denominations and registered in such
names as the Representative may request in writing at least one full business
day before the Closing Time or the relevant Date of Delivery, as the case may
be.  The certificates for the Initial Securities and the Option
Securities, if any, will be made available for examination and packaging by the
Representative in The City of New York not later than
10:00 A.M. (Eastern time) on the business day prior to the Closing Time or the
relevant Date of Delivery, as the case may be.

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


       

      SECTION
3.            Covenants of the
Company.  The Company covenants with each Underwriter as
follows:

       

      (a)           Compliance with Securities
Regulations and Commission Requests.  The Company, subject to
Section 3(b), will comply with the requirements of Rule 430B and will notify the
Representative immediately, and confirm the notice in writing, (i) when any
post-effective amendment to the Registration Statement or new registration
statement relating to the Securities shall become effective, or any supplement
to the Prospectus or any amended Prospectus shall have been filed, (ii) of
the receipt of any comments from the Commission, (iii) of any request by
the Commission for any amendment to the Registration Statement or the filing of
a new registration statement or any amendment or supplement to the Prospectus or
any document incorporated by reference therein or otherwise deemed to be a part
thereof or for additional information, (iv) of the issuance by the
Commission of any stop order suspending the effectiveness of the Registration
Statement or such new registration statement or of any order preventing or
suspending the use of any preliminary prospectus, or of the suspension of the
qualification of the Securities for offering or sale in any jurisdiction, or of
the initiation or threatening of any proceedings for any of such purposes or of
any examination pursuant to Section 8(e) of the 1933 Act concerning the
Registration Statement and (v) if the Company becomes the subject of a
proceeding under Section 8A of the 1933 Act in connection with the offering of
the Securities.  The Company will effect the filings required under
Rule 424(b), in the manner and within the time period required by Rule 424(b)
(without reliance on Rule 424(b)(8)), and will take such steps as it deems
necessary to ascertain promptly whether the form of prospectus transmitted for
filing under Rule 424(b) was received for filing by the Commission and, in
the event that it was not, it will promptly file such prospectus.  The
Company will make every reasonable effort to prevent the issuance of any stop
order and, if any stop order is issued, to obtain the lifting thereof at the
earliest possible moment.

       

      (b)           Filing of Amendments and
Exchange Act
Documents.  The Company will give the Representative notice of
its intention to file or prepare any amendment to the Registration Statement or
new registration statement relating to the Securities or any amendment,
supplement or revision to either any preliminary prospectus relating to the
Securities (including any prospectus included in the Original Registration
Statement or amendment thereto at the time it became effective) or to the
Prospectus, whether pursuant to the 1933 Act, the 1934 Act or otherwise, and the
Company will furnish the Representative with copies of any such documents a
reasonable amount of time prior to such proposed filing or use, as the case may
be, and will not file or use any such document to which the Representative or
counsel for the Underwriters shall object.  The Company has given the
Representative notice of any filings made pursuant to the 1934 Act or 1934 Act
Regulations within 48 hours prior to the execution of this Agreement; and the
Company will give the Representative notice of its intention to make any such
filing from the execution of this Agreement to the Closing Time and will furnish
the Representative with copies of any such documents a reasonable amount of time
prior to such proposed filing and will not file or use any such document to
which the Representative or counsel for the Underwriters shall
object.

       

      (c)           Delivery of Registration
Statements.  The Company has furnished or will deliver to the
Representative and counsel for the Underwriters, without charge, signed copies
of the Original Registration Statement and of each amendment thereto (including
exhibits filed therewith or incorporated by reference therein and documents
incorporated or deemed to be

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      incorporated
by reference therein or otherwise deemed to be a part thereof) and signed copies
of all consents and certificates of experts, and will also deliver to the
Representative, without charge, a conformed copy of the Original Registration
Statement and of each amendment thereto (without exhibits) for each of the
Underwriters.  The copies of the Original Registration Statement and
each amendment 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.

       

      (d)           Delivery of
Prospectuses.  The Company has delivered to each Underwriter,
without charge, as many copies of each preliminary prospectus as such
Underwriter reasonably requested, and the Company hereby consents to the use of
such copies for purposes permitted by the 1933 Act.  The Company will
furnish to each Underwriter, without charge, during the period when the
Prospectus is required to be delivered under the 1933 Act, such number of copies
of the Prospectus (as amended or supplemented) as such Underwriter may
reasonably request.  The Prospectus and any amendments or supplements
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.

       

      (e)           Continued Compliance with Securities
Laws.  The Company will comply with the 1933 Act and the 1933
Act Regulations and the 1934 Act and the 1934 Act Regulations so as to permit
the completion of the distribution of the Securities as contemplated in this
Agreement and in the Prospectus.  If at any time when a prospectus is
required by the 1933 Act to be delivered in connection with sales of the
Securities, any event shall occur or condition shall exist as a result of which
it is necessary, in the opinion of counsel for the Underwriters or for the
Company, to amend the Registration Statement or amend or supplement the
Prospectus in order that the Prospectus 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 the Registration Statement or
to file a new registration statement or amend or supplement the Prospectus in
order to comply with the requirements of the 1933 Act or the 1933 Act
Regulations, the Company will promptly prepare and file with the Commission,
subject to Section 3(b), such amendment, supplement or new registration
statement as may be necessary to correct such statement or omission or to comply
with such requirements, the Company will use its best efforts to have such
amendment or new registration statement declared effective as soon as
practicable (if it is not an automatic shelf registration statement with respect
to the Securities) and the Company will furnish to the Underwriters such number
of copies of such amendment, supplement or new registration statement as the
Underwriters may reasonably request.  If at any time following
issuance of an Issuer Free Writing Prospectus there occurred or occurs an event
or development as a result of which such Issuer Free Writing Prospectus
conflicted or would conflict with the information contained in the Registration
Statement (or any other registration statement relating to the Securities) or
the Statutory Prospectus or any preliminary prospectus or included or would
include an untrue statement of a material fact or omitted or would omit to state
a material fact necessary in order to make the statements therein, in the light
of the circumstances prevailing at that subsequent time, not misleading, the
Company will promptly notify Merrill Lynch and will promptly amend or
supplement, at its own expense, such Issuer Free Writing Prospectus to eliminate
or correct such conflict, untrue statement or omission.

       

      (f)           Blue Sky
Qualifications.  The Company will use its best efforts, in
cooperation with the Underwriters, to qualify the Securities for offering and
sale under the applicable securities laws of such states and other jurisdictions
(domestic or foreign) as the Representative may

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      designate
and to maintain such qualifications in effect for a period of not less than one
year from the date hereof; 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.

       

      (g)           Rule 158.  The
Company will timely file such reports pursuant to the 1934 Act as are necessary
in order to make generally available to its security holders as soon as
practicable an earning statement for the purposes of, and to provide to the
Underwriters the benefits contemplated by, the last paragraph of Section 11(a)
of the 1933 Act and Rule 158 thereunder.

       

      (h)           Use of
Proceeds.  The Company will use the net proceeds received by it
from the sale of the Securities in the manner specified in the Prospectus under
“Use of Proceeds.”

       

      (i)           Listing.  The
Company will use its best efforts to effect and maintain the quotation of the
Securities on the NASDAQ Global Select Market.

       

      (j)           Restriction on Sale of
Securities.  During a period of 90 days from the date of the
Prospectus, the Company will not, without the prior written consent of Merrill
Lynch, (i) directly or indirectly, 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 securities convertible into or exercisable
or exchangeable for Common Stock or file any registration statement under the
1933 Act with respect to 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 the Common Stock,
whether any such swap or transaction described in clause (i) or (ii) above is to
be settled by delivery of Common Stock or such other securities, in cash or
otherwise.  The foregoing sentence shall not apply to (A) the
Securities to be sold hereunder, (B) any shares of Common Stock issued by the
Company upon the exercise of an option or warrant or the conversion of a
security outstanding on the date hereof and referred to in the Prospectus
(including the information incorporated therein by reference), (C) any shares of
Common Stock issued or options to purchase Common Stock to be granted pursuant
to existing employee benefit plans of the Company referred to in the Prospectus
or (D) any shares of Common Stock to be issued pursuant to any non-employee
director stock plan, employee stock purchase plan or dividend reinvestment
plan.  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 or becomes aware that material news or a material
event will occur during the 16-day period beginning on the last day of the
90-day restricted period, the restrictions imposed in this clause (j) 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.

       

      (k)           Reporting
Requirements.  The Company, during the period when the
Prospectus is required to be delivered under the 1933 Act, will file all
documents required to be filed with the Commission pursuant to the 1934 Act
within the time periods required by the 1934 Act and the 1934 Act
Regulations.

       

      (l)           Issuer Free Writing
Prospectuses.  The Company represents and agrees that, unless
it obtains the prior consent of the Representative, and each Underwriter
represents and agrees that, unless it obtains the prior consent of the Company
and the Representative, it has not made and

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      will not
make any offer relating to the Securities that would constitute an “issuer free
writing prospectus,” as defined in Rule 433, or that would otherwise constitute
a “free writing prospectus,” as defined in Rule 405, required to be filed with
the Commission.  Any such free writing prospectus consented to by the
Representative or by the Company and the Representative, as the case may be, is
hereinafter referred to as a “Permitted Free Writing Prospectus.”  The
Company represents that it has treated or agrees 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
requirements of Rule 433 applicable to any Permitted Free Writing Prospectus,
including timely filing with the Commission where required, legending and record
keeping.

       

      SECTION
4.              Payment of
Expenses.    Expenses. The Company will
pay or cause to be paid all expenses incident to the performance of its
obligations under this Agreement, including (i) the preparation, printing and
filing of the Registration Statement (including financial statements and
exhibits) as originally filed and of each amendment thereto, (ii) the
preparation, issuance and delivery of the certificates for the Securities to the
Underwriters, including any stock or other transfer taxes and any stamp or other
duties payable upon the sale, issuance or delivery of the Securities to the
Underwriters, (iii) the fees and disbursements of the Company’s counsel,
accountants and other advisors, (iv) the qualification of the Securities under
securities laws in accordance with the provisions of Section 3(f) hereof,
including filing fees, (v) the printing and delivery to the Underwriters of
copies of each preliminary prospectus, any Permitted Free Writing Prospectus and
the Prospectus and any amendments or supplements thereto and any costs
associated with electronic delivery of any of the foregoing by the Underwriters
to investors, (vi) the fees and expenses of any transfer agent or registrar for
the Securities, (vii) the costs and expenses of the Company relating to investor
presentations on any “road show” undertaken in connection with the marketing of
the Securities, including without limitation, expenses associated with the
production of road show slides and graphics, fees and expenses of any other
consultants engaged in connection with the road show presentations, travel and
lodging expenses of the representatives and officers of the Company and any such
other consultants, and the cost of aircraft and other transportation chartered
in connection with the road show and (viii) the fees and expenses incurred in
connection with the inclusion of the Securities in the Nasdaq Global Select
Market.

       

      (a)           Termination of
Agreement.  If this Agreement is terminated by the
Representative in accordance with the provisions of Section 5, Section 9(a)(i)
or Section 11 hereof, the Company shall reimburse the Underwriters for all of
their out-of-pocket expenses, including the reasonable fees and disbursements of
counsel for the Underwriters.

       

      SECTION
5.           Conditions of Underwriters’
Obligations.  The obligations of the several Underwriters
hereunder are subject to the accuracy of the representations and warranties of
the Company contained in Section 1 hereof or in certificates of any officer of
the Company or any subsidiary of the Company delivered pursuant to the
provisions hereof, to the performance by the Company of its covenants and other
obligations hereunder, and to the following further conditions, unless otherwise
agreed to or waived by the Representative in writing:

       

      (a)           Effectiveness of Registration
Statement; Filing of Prospectus.  The Registration Statement
has become effective and at Closing Time no stop order suspending the
effectiveness of the Registration Statement shall have been issued under the
1933 Act or proceedings therefor initiated or threatened by the Commission, and
any request on the part of the Commission for additional information shall have
been complied with to the reasonable satisfaction of counsel to the
Underwriters.  A prospectus containing the Rule 430B Information shall
have been filed with the Commission in the manner and within the time period
required by Rule 424(b) without reliance
on Rule 424(b)(8) (or a post-effective amendment providing such information
shall have been filed and become effective in accordance with the requirements
of Rule 430B).

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


       

      (b)           Opinion of Counsel for the
Company.  At Closing Time, the Representative shall have
received the favorable opinion, dated as of Closing Time, of Thompson Coburn
LLP, counsel for the Company, in form and substance satisfactory to counsel for
the Underwriters, together with signed or reproduced copies of such letter for
each of the other Underwriters to the effect set forth in Exhibit A hereto and
to such further effect as counsel to the Underwriters may reasonably
request.

       

      (c)           Opinion of Counsel for the
Underwriters.  At Closing Time, the Representative shall have
received the favorable opinion, dated as of Closing Time, of Winston &
Strawn LLP, counsel for the Underwriters, together with signed or reproduced
copies of such letter for each of the other Underwriters with respect to the
matters set forth in clauses (i), (ii), (v), (vi) (solely as to preemptive or
other similar rights arising by operation of law or under the amended and
restated certificate of incorporation or by-laws of the Company), (viii) through
(x), inclusive, (xii), (xiv) (solely as to the information in the Prospectus
under “Description of Capital Stock – Common Stock”) and the penultimate
paragraph of Exhibit A hereto.  In giving such opinion such counsel
may rely, as to all matters governed by the laws of jurisdictions other than the
law of the State of New York and the federal law of the United States, upon the
opinions of counsel satisfactory to the Representative.  Such counsel
may also state that, insofar as such opinion involves factual matters, they have
relied, to the extent they deem proper, upon certificates of officers of the
Company and its subsidiaries and certificates of public officials.

       

      (d)           Material Adverse Change; Officers’
Certificate.  At Closing Time, there shall not have been, since
the date hereof, since the Applicable Time or since the respective dates as of
which information is given in the Prospectus or the General Disclosure Package,
any material adverse change in the condition, financial or otherwise, or in the
earnings, business affairs or business prospects of the Company and its
subsidiaries considered as one enterprise, whether or not arising in the
ordinary course of business, and the Representative shall have received a
certificate of the President or a Vice President of the Company and of the chief
financial or chief accounting officer of the Company, dated as of Closing Time,
to the effect that (i) there has been no such material adverse change,
(ii) the representations and warranties in Section 1 hereof are true and
correct with the same force and effect as though expressly made at and as of
Closing Time, (iii) the Company has complied with all agreements and
satisfied all conditions on its part to be performed or satisfied at or prior to
Closing Time, and (iv) no stop order suspending the effectiveness of the
Registration Statement has been issued and no proceedings for that purpose have
been instituted or are pending or, to their knowledge, contemplated by the
Commission.

       

      (e)           Accountant’s Comfort
Letters.

       

      (i)           At
the time of the execution of this Agreement, the Representative shall have
received from PricewaterhouseCoopers LLP a letter dated such date, in form and
substance satisfactory to the Representative, together with signed or reproduced
copies of such letter for each of the other Underwriters containing statements
and information of the type ordinarily included in accountants’ “comfort
letters” to underwriters with respect to the financial statements and certain
financial information contained in the Registration Statement and the
Preliminary Prospectus Supplement of the Company dated February 2, 2009 (the
“Preliminary Prospectus Supplement”).

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      (ii)           At
the time of the execution of this Agreement, the Representative shall have
received from Grant Thornton LLP a letter dated such date, in form and substance
satisfactory to the Representative, together with signed or reproduced copies of
such letter for each of the other Underwriters containing statements and
information of the type ordinarily included in accountants’ “comfort letters” to
underwriters with respect to the financial statements and certain financial
information contained in the Registration Statement and the Preliminary
Prospectus Supplement pertaining to Corrpro Companies, Inc. and its
subsidiaries.

       

      (iii)           At
the time of the execution of this Agreement, the Representative shall have
received from Castaing, Hussey & Lolan, LLC a letter dated such date, in
form and substance satisfactory to the Representative, together with signed or
reproduced copies of such letter for each of the other Underwriters containing
statements and information of the type ordinarily included in accountants’
“comfort letters” to underwriters with respect to the financial statements and
certain financial information contained in the Registration Statement and the
Preliminary Prospectus Supplement.

       

      (iv)           At
the time of the execution of this Agreement, the Representative shall have
received from UHY LLP a letter dated such date,
in form and substance satisfactory to the Representative, together with signed
or reproduced copies of such letter for each of the other Underwriters
containing statements and information of the type ordinarily included in
accountants’ “comfort letters” to underwriters with respect to the financial
statements and certain financial information contained in the Registration
Statement and the Preliminary Prospectus Supplement.

       

      (f)           Bring-down Comfort
Letters.

       

      (i)           At
Closing Time, the Representative shall have received from PricewaterhouseCoopers
LLP a letter, dated as of Closing Time, in form and substance satisfactory to
the Representative, together with signed or reproduced copies of such letter for
each of the other Underwriters (i) to the effect that they reaffirm the
statements made in their letter furnished pursuant to subsection (e)(i) of this
Section, except that the specified date referred to shall be a date not more
than three business days prior to Closing Time, and (ii) containing statements
and information of the type ordinarily included in accountants’ “comfort
letters” to underwriters with respect to the financial statements and certain
financial information contained in the Registration Statement and the Prospectus
Supplement of the Company dated February 10, 2009 (the “Final Prospectus
Supplement”).

       

      (ii)           At
Closing Time, the Representative shall have received from Grant Thornton LLP a
letter, dated as of Closing Time, in form and substance satisfactory to the
Representative, together with signed or reproduced copies of such letter for
each of the other Underwriters (i) to the effect that they reaffirm the
statements made in their letter furnished pursuant to subsection (e)(ii) of this
Section, except that the specified date referred to shall be a date not more
than three business days prior to Closing Time, and (ii) containing statements
and information of the type ordinarily included in accountants’ “comfort
letters” to underwriters with respect to the financial statements and certain
financial information contained in the Registration Statement and the Final
Prospectus Supplement pertaining to Corrpro Companies, Inc. and its
subsidiaries.

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      (iii)           At
Closing Time, the Representative shall have received from Castaing, Hussey &
Lolan, LLC a letter, dated as of Closing Time, in form and substance
satisfactory to the Representative, together with signed or reproduced copies of
such letter for each of the other Underwriters (i) to the effect that they
reaffirm the statements made in their letter furnished pursuant to subsection
(e)(iii) of this Section, except that the specified date referred to shall be a
date not more than three business days prior to Closing Time, and (ii)
containing statements and information of the type ordinarily included in
accountants’ “comfort letters” to underwriters with respect to the financial
statements and certain financial information contained in the Registration
Statement and the Final Prospectus Supplement.

       

      (iv)           At
Closing Time, the Representative shall have received from UHY LLP a letter,
dated as of Closing Time, in form and substance satisfactory to the
Representative, together with signed or reproduced copies of such letter for
each of the other Underwriters (i) to the effect that they reaffirm the
statements made in their letter furnished pursuant to subsection (e)(iv) of this
Section, except that the specified date referred to shall be a date not more
than three business days prior to Closing Time, and (ii) containing statements
and information of the type ordinarily included in accountants’ “comfort
letters” to underwriters with respect to the financial statements and certain
financial information contained in the Registration Statement and the Final
Prospectus Supplement.

       

      (g)           Approval of
Listing.  At Closing Time, the Securities shall have been
approved for inclusion in the Nasdaq Global Select Market, subject only to
official notice of issuance.

       

      (h)           Lock-up
Agreements.  At the date of this Agreement, the Representative
shall have received an agreement substantially in the form of Exhibit B hereto
signed by the persons listed on Schedule F hereto.

       

      (i)           Maintenance of
Rating.  Since the execution of this Agreement, there shall not
have been any decrease in the rating of any of the Company’s securities by any
“nationally recognized statistical rating organization” (as defined for purposes
of Rule 436(g) under the 1933 Act) or any notice given of any intended or
potential decrease in any such rating or of a possible change in any such rating
that does not indicate the direction of the possible change.

       

      (j)           Conditions to Purchase of Option
Securities.  In the event that the Underwriters exercise their
option provided in Section 2(b) hereof to purchase all or any portion of the
Option Securities, the representations and warranties of the Company contained
herein and the statements in any certificates furnished by the Company or any
subsidiary of the Company hereunder shall be true and correct as of each Date of
Delivery and, at the relevant Date of Delivery, the Representative shall have
received:

       

      (i)           Officers’
Certificate.  A certificate, dated such Date of Delivery, of
the President or a Vice President of the Company and of the chief financial or
chief accounting officer of the Company confirming that the certificate
delivered at the Closing Time pursuant to Section 5(d) hereof remains true and
correct as of such Date of Delivery.

       

      (ii)           Opinion of Counsel for the
Company.  The favorable opinion of Thompson Coburn LLP, counsel
for the Company, in form and substance satisfactory to counsel for the
Underwriters, dated such Date of Delivery, relating to the Option Securities to
be purchased
on such Date of Delivery and otherwise to the same effect as the opinion
required by Section 5(b) hereof.

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


       

      (iii)           Opinion of Counsel for the
Underwriters.  The favorable opinion of Winston & Strawn
LLP, counsel for the Underwriters, dated such Date of Delivery, relating to the
Option Securities to be purchased on such Date of Delivery and otherwise to the
same effect as the opinion required by Section 5(c) hereof.

       

      (iv)           Bring-down Comfort
Letters.

       

      (1)           A
letter from PricewaterhouseCoopers LLP, in form and substance satisfactory to
the Representative and dated such Date of Delivery, substantially in the same
form and substance as their letter furnished to the Representative pursuant to
Section 5(f)(i) hereof, except that the “specified date” in the letter furnished
pursuant to this paragraph shall be a date not more than five days prior to such
Date of Delivery.

       

      (2)           A
letter from Grant Thornton LLP, in form and substance satisfactory to the
Representative and dated such Date of Delivery, substantially in the same form
and substance as their letter furnished to the Representative pursuant to
Section 5(f)(ii) hereof, except that the “specified date” in the letter
furnished pursuant to this paragraph shall be a date not more than five days
prior to such Date of Delivery.

       

      (3)           A
letter from Castaing, Hussey & Lolan, LLC, in form and substance
satisfactory to the Representative and dated such Date of Delivery,
substantially in the same form and substance as their letter furnished to the
Representative pursuant to Section 5(f)(iii) hereof, except that the “specified
date” in the letter furnished pursuant to this paragraph shall be a date not
more than five days prior to such Date of Delivery.

       

      (k)           Additional
Documents.  At Closing Time and at each Date of Delivery,
counsel for the Underwriters shall have been furnished with such documents and
opinions as they may require for the purpose of enabling them to pass upon the
issuance and sale of the Securities as herein contemplated, or in order to
evidence the accuracy of any of the representations or warranties, or the
fulfillment of any of the conditions, herein contained; and all proceedings
taken by the Company in connection with the issuance and sale of the Securities
as herein contemplated shall be satisfactory in form and substance to the
Representative and counsel for the Underwriters.

       

      (l)           Termination of
Agreement.  If any condition specified in this Section shall
not have been fulfilled when and as required to be fulfilled, this Agreement,
or, in the case of any condition to the purchase of Option Securities, on a Date
of Delivery which is after the Closing Time, the obligations of the several
Underwriters to purchase the relevant Option Securities, may be terminated by
the Representative by notice to the Company at any time at or prior to Closing
Time or such Date of Delivery, as the case may be, and such termination shall be
without liability of any party to any other party except as provided in Section
4 and except that Sections 1, 6, 7 and 8 shall survive any such termination and
remain in full force and effect.

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      SECTION
6.             Indemnification.

       

      (a)           Indemnification of
Underwriters.  The Company agrees to indemnify and hold
harmless each Underwriter, its affiliates, as such term is defined in Rule
501(b) under the 1933 Act (each, an “Affiliate”), its selling agents and each
person, if any, who controls any Underwriter within the meaning of Section 15 of
the 1933 Act or Section 20 of the 1934 Act as follows:

       

      (i)           against
any and all loss, liability, claim, damage and expense whatsoever, as incurred,
arising out of any untrue statement or alleged untrue statement of a material
fact contained in the Registration Statement (or any amendment thereto),
including the Rule 430B Information, or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to make
the statements therein not misleading or arising out of any untrue statement or
alleged untrue statement of a material fact included in any preliminary
prospectus, any Issuer Free Writing Prospectus or the Prospectus (or any
amendment or supplement thereto), any “road show” (as defined in Rule 433) not
constituting an Issuer Free Writing Prospectus (a “Non-Prospectus Road Show”) or
any Blue Sky application or other document prepared or executed by the Company
(or based upon any written information furnished by the Company for use therein)
specifically for the purpose of qualifying any or all of the Securities under
the securities laws of any state or other jurisdiction (any such application,
document or information being hereinafter called a “Blue Sky Application”), or
the omission or alleged omission therefrom of a material fact necessary in order
to make the statements therein, in the light of the circumstances under which
they were made, not misleading;

       

      (ii)           against
any and all loss, liability, claim, damage and expense whatsoever, as incurred,
to the extent of the aggregate amount paid in settlement of any litigation, or
any investigation or proceeding by any governmental agency or body, commenced or
threatened, or of any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission; provided that
(subject to Section 6(d) below) any such settlement is effected with the written
consent of the Company; and

       

      (iii)           against
any and all expense whatsoever, as incurred (including the fees and
disbursements of counsel chosen by Merrill Lynch), reasonably incurred in
investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue statement or
omission, or any such alleged untrue statement or omission, to the extent that
any such expense is not paid under (i) or (ii) above;

       

      provided, however, that this
indemnity agreement shall not apply to any loss, liability, claim, damage or
expense to the extent arising out of any untrue statement or omission or alleged
untrue statement or omission made in reliance upon and in conformity with
written information furnished to the Company by any Underwriter through Merrill
Lynch expressly for use in the Registration Statement (or any amendment
thereto), including the Rule 430B Information, or any preliminary prospectus,
any Issuer Free Writing Prospectus or the Prospectus (or any amendment or
supplement thereto).

       

      (b)           Indemnification of Company,
Directors and Officers.  Each Underwriter severally agrees to
indemnify and hold harmless the Company, its directors, each of its officers who
signed the Registration Statement, and each person, if any, who controls the
Company within the meaning of Section 15 of the 1933 Act or Section 20 of the
1934 Act against any and all loss, liability, claim, damage and expense
described in the indemnity contained in subsection (a) of this Section, as
incurred, but only with respect to untrue statements or omissions, or alleged
untrue statements or omissions, made in the Registration
Statement (or any amendment thereto), including the Rule 430B Information or any
preliminary prospectus, any Issuer Free Writing Prospectus, any Non-Prospectus
Road Show, any Blue Sky Application or the Prospectus (or any amendment or
supplement thereto) in reliance upon and in conformity with written information
furnished to the Company by such Underwriter through Merrill Lynch expressly for
use therein.

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


       

      (c)           Actions against Parties;
Notification.  Each indemnified party shall give notice as
promptly as reasonably practicable to each indemnifying party of any action
commenced against it in respect of which indemnity may be sought hereunder, but
failure to so notify an indemnifying party shall not relieve such indemnifying
party from any liability hereunder to the extent it is not materially prejudiced
as a result thereof and in any event shall not relieve it from any liability
which it may have otherwise than on account of this indemnity
agreement.  In the case of parties indemnified pursuant to Section
6(a) above, counsel to the indemnified parties shall be selected by Merrill
Lynch, and, in the case of parties indemnified pursuant to Section 6(b) above,
counsel to the indemnified parties shall be selected by the
Company.  An indemnifying party may participate at its own expense in
the defense of any such action; provided, however, that counsel
to the indemnifying party shall not (except with the consent of the indemnified
party) also be counsel to the indemnified party.  In no event shall
the indemnifying parties be liable for fees and expenses of more than one
counsel (in addition to any local counsel) separate from their own counsel for
all indemnified parties in connection with any one action or separate but
similar or related actions in the same jurisdiction arising out of the same
general allegations or circumstances. No indemnifying party shall, without the
prior written consent of the indemnified parties, settle or compromise or
consent to the entry of any judgment with respect to any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever in respect of which indemnification or
contribution could be sought under this Section 6 or Section 7 hereof (whether
or not the indemnified parties are actual or potential parties thereto), unless
such settlement, compromise or consent (i) includes an unconditional release of
each indemnified party from all liability arising out of such litigation,
investigation, proceeding or claim and (ii) does not include a statement as to
or an admission of fault, culpability or a failure to act by or on behalf of any
indemnified party.

       

      (d)           Settlement without Consent if
Failure to Reimburse.  If at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party
for fees and expenses of counsel, such indemnifying party agrees that it shall
be liable for any settlement of the nature contemplated by Section 6(a)(ii)
effected without its written consent if (i) such settlement is entered into
more than 45 days after receipt by such indemnifying party of the aforesaid
request, (ii) such indemnifying party shall have received notice of the
terms of such settlement at least 30 days prior to such settlement being entered
into and (iii) such indemnifying party shall not have reimbursed such
indemnified party in accordance with such request prior to the date of such
settlement.

       

      SECTION
7.             Contribution.  If
the indemnification provided for in Section 6 hereof is for any reason
unavailable to or insufficient to hold harmless an indemnified party in respect
of any losses, liabilities, claims, damages or expenses referred to therein,
then each indemnifying party shall contribute to the aggregate amount of such
losses, liabilities, claims, damages and expenses incurred by such indemnified
party, as incurred, (i) in such proportion as is appropriate to reflect the
relative benefits received by the Company on the one hand and the Underwriters
on the other hand from the offering of the Securities pursuant to this Agreement
or (ii) if the allocation provided by clause (i) is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative
benefits referred to in clause (i) above but also the relative fault of the
Company on the one hand and of the Underwriters on the other hand in connection
with the statements or omissions that resulted in such losses, liabilities,
claims, damages or expenses, as well as any other relevant equitable
considerations.

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      The
relative benefits received by the Company on the one hand and the Underwriters
on the other hand in connection with the offering of the Securities pursuant to
this Agreement shall be deemed to be in the same respective proportions as the
total net proceeds from the offering of the Securities pursuant to this
Agreement (before deducting expenses) received by the Company and the total
underwriting discount received by the Underwriters, in each case as set forth on
the cover of the Prospectus, bear to the aggregate initial public offering price
of the Securities as set forth on the cover of the Prospectus.

       

      The
relative fault of the Company on the one hand and the Underwriters on the other
hand shall be determined by reference to, among other things, whether any such
untrue or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact relates to information supplied by the Company
or by the Underwriters and the parties’ relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or
omission.

       

      The
Company and the Underwriters agree that it would not be just and equitable if
contribution pursuant to this Section 7 were determined by pro rata allocation
(even if the Underwriters were treated as one entity for such purpose) or by any
other method of allocation which does not take account of the equitable
considerations referred to above in this Section 7.  The aggregate
amount of losses, liabilities, claims, damages and expenses incurred by an
indemnified party and referred to above in this Section 7 shall be deemed to
include any legal or other expenses reasonably incurred by such indemnified
party in investigating, preparing or defending against any litigation, or any
investigation or proceeding by any governmental agency or body, commenced or
threatened, or any claim whatsoever based upon any such untrue or alleged untrue
statement or omission or alleged omission.

       

      Notwithstanding
the provisions of this Section 7, no Underwriter shall be required to contribute
any amount in excess of the amount by which the total price at which the
Securities underwritten by it and distributed to the public were offered to the
public exceeds the amount of any damages which such Underwriter has otherwise
been required to pay by reason of any such untrue or alleged untrue statement or
omission or alleged omission.

       

      No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the 1933 Act) shall be entitled to contribution from any person who was not
guilty of such fraudulent misrepresentation.

       

      For
purposes of this Section 7, each person, if any, who controls an Underwriter
within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act
and each Underwriter’s Affiliates and selling agents shall have the same rights
to contribution as such Underwriter, and each director of the Company, each
officer of the Company who signed the Registration Statement, and each person,
if any, who controls the Company within the meaning of Section 15 of the 1933
Act or Section 20 of the 1934 Act shall have the same rights to contribution as
the Company.  The Underwriters’ respective obligations to contribute
pursuant to this Section 7 are several in proportion to the number of Initial
Securities set forth opposite their respective names in Schedule A hereto and
not joint.

       

      SECTION
8.             Representations, Warranties
and Agreements to Survive.  All representations, warranties and
agreements contained in this Agreement or in certificates of officers of the
Company or any of its subsidiaries submitted pursuant hereto, shall remain
operative and in full force and effect regardless of (i) any investigation made
by or on behalf of any Underwriter or its Affiliates or selling agents, any
person controlling any Underwriter, its officers or directors or any person
controlling the Company and (ii) delivery of and payment for the
Securities.

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      SECTION
9.                 Termination of
Agreement.

       

      (a)           Termination;
General.  The Representative may terminate this Agreement, by
notice to the Company, at any time at or prior to Closing Time (i) if there has
been, since the time of execution of this Agreement or since the respective
dates as of which information is given in the Prospectus (exclusive of any
supplement thereto) or the General Disclosure Package, any material adverse
change in the condition, financial or otherwise, or in the earnings, business
affairs or business prospects of the Company and its subsidiaries considered as
one enterprise, whether or not arising in the ordinary course of business, or
(ii) if there has occurred any material adverse change in the financial markets
in the United States or the international financial markets, any outbreak of
hostilities or escalation thereof or other calamity or crisis or any change or
development involving a prospective change in national or international
political, financial or economic conditions, in each case the effect of which is
such as to make it, in the judgment of the Representative, impracticable or
inadvisable to market the Securities or to enforce contracts for the sale of the
Securities, or (iii) if trading in any securities of the Company has been
suspended or materially limited by the Commission or the Nasdaq Global Select
Market, or if trading generally on the American Stock Exchange or the New York
Stock Exchange or in the Nasdaq Global Market or the Nasdaq Global Select Market
has been suspended or materially limited, or minimum or maximum prices for
trading have been fixed, or maximum ranges for prices have been required, by any
of said exchanges or by such system or by order of the Commission, the Financial
Industry Regulatory Authority or any other governmental authority, or
(iv) a material disruption has occurred in commercial banking or securities
settlement or clearance services in the United States, or (v) if a banking
moratorium has been declared by either Federal or New York
authorities.

       

      (b)           Liabilities.  If
this Agreement is terminated pursuant to this Section, such termination shall be
without liability of any party to any other party except as provided in Section
4 hereof, and provided further that Sections 1, 6, 7 and 8 shall survive such
termination and remain in full force and effect.

       

      SECTION
10.                Default by One or More of
the Underwriters.  If one or more of the Underwriters shall
fail at Closing Time or a Date of Delivery to purchase the Securities which it
or they are obligated to purchase under this Agreement (the “Defaulted
Securities”), the Representative shall have the right, within 24 hours
thereafter, to make arrangements for one or more of the non-defaulting
Underwriters, or any other underwriters, to purchase all, but not less than all,
of the Defaulted Securities in such amounts as may be agreed upon and upon the
terms herein set forth; if, however, the Representative shall not have completed
such arrangements within such 24-hour period, then:

       

      (i)           if
the number of Defaulted Securities does not exceed 10% of the number of
Securities to be purchased on such date, each of the non-defaulting Underwriters
shall be obligated, severally and not jointly, to purchase the full amount
thereof in the proportions that their respective underwriting obligations
hereunder bear to the underwriting obligations of all non-defaulting
Underwriters, or

       

      (ii)           if
the number of Defaulted Securities exceeds 10% of the number of Securities to be
purchased on such date, this Agreement or, with respect to any Date of Delivery
which occurs after the Closing Time, the obligation of the Underwriters to
purchase and of the Company to sell the Option Securities to be purchased and
sold on such Date of Delivery shall terminate without liability on the part of
any non-defaulting Underwriter.

       

      No action
taken pursuant to this Section 10 shall relieve any defaulting Underwriter from
liability in respect of its default.

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      In the
event of any such default which does not result in a termination of this
Agreement or, in the case of a Date of Delivery which is after the Closing Time,
which does not result in a termination of the obligation of the Underwriters to
purchase and the Company to sell the relevant Option Securities, as the case may
be, either the Representative or the Company shall have the right to postpone
Closing Time or the relevant Date of Delivery, as the case may be, for a period
not exceeding seven days in order to effect any required changes in the
Registration Statement or Prospectus or in any other documents or
arrangements.  As used herein, the term “Underwriter” includes any
person substituted for an Underwriter under this Section 10.

       

      SECTION
11.             Default by the
Company. If the Company shall fail at Closing Time or at the Date of
Delivery to sell the number of Securities that it is obligated to sell
hereunder, then this Agreement shall terminate without any liability on the part
of any non-defaulting party; provided, however, that the
provisions of Sections 1, 4, 6, 7 and 8 shall remain in full force and
effect.  No action taken pursuant to this Section shall relieve the
Company from liability, if any, in respect of such default.

       

      SECTION
12.             Tax
Disclosure.  Notwithstanding any other provision of this
Agreement, from the commencement of discussions with respect to the transactions
contemplated hereby, the Company (and each employee, representative or other
agent of the Company) may disclose to any and all persons, without limitation of
any kind, the tax treatment and tax structure (as such terms are used in
Sections 6011, 6111 and 6112 of the U.S. Internal Revenue Code and the Treasury
Regulations promulgated thereunder) of the transactions contemplated by this
Agreement and all materials of any kind (including opinions or other tax
analyses) that are provided relating to such tax treatment and tax
structure.

       

      SECTION
13.              Notices.  All
notices and other communications hereunder shall be in writing and shall be
deemed to have been duly given if mailed or transmitted by any standard form of
telecommunication.  Notices to the Underwriters shall be directed to
the Representative at 4 World Financial Center, New York, New York 10080,
attention of Jonathan Roskes, Esq.; and notices to the Company shall be directed
to it at Insituform Technologies, Inc., 17988 Edison Avenue, Chesterfield,
Missouri 63005, attention of David F. Morris, Esq.

       

      SECTION
14.              No Advisory or Fiduciary
Relationship.  The Company acknowledges and agrees that (a) the
purchase and sale of the Securities pursuant to this Agreement, including the
determination of the public offering price of the Securities and any related
discounts and commissions, is an arm’s-length commercial transaction between the
Company, on the one hand, and the several Underwriters, on the other hand, (b)
in connection with the offering contemplated hereby and the process leading to
such transaction each Underwriter is and has been acting solely as a principal
and is not the agent or fiduciary of the Company or its stockholders, creditors,
employees or any other party, (c) no Underwriter has assumed or will assume an
advisory or fiduciary responsibility in favor of the Company with respect to the
offering contemplated hereby or the process leading thereto (irrespective of
whether such Underwriter has advised or is currently advising the Company on
other matters) and no Underwriter has any obligation to the Company with respect
to the offering contemplated hereby except the obligations expressly set forth
in this Agreement, (d) the Underwriters and their respective Affiliates may be
engaged in a broad range of transactions that involve interests that differ from
those of the Company, and (e) the Underwriters have not provided any legal,
accounting, regulatory or tax advice with respect to the offering contemplated
hereby and the Company has consulted its own legal, accounting, regulatory and
tax advisors to the extent it deemed appropriate. The Company hereby waives any
claims that the Company may have against the Underwriters with respect to any
breach of fiduciary duty in connection with this offering.

       

      SECTION
15.                Research Analyst
Independence.  The Company acknowledges that the Underwriters’
research analysts and research departments are required to be independent from
their

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      respective
investment banking divisions and are subject to certain regulations and internal
policies, and that such Underwriters’ research analysts may hold views and make
statements or investment recommendations and/or publish research reports with
respect to the Company and/or the offering that differ from the views of their
respective investment banking divisions.  The Company hereby waives
and releases, to the fullest extent permitted by law, any claims that the
Company may have against the Underwriters with respect to any conflict of
interest that may arise from the fact that the views expressed by their
independent research analysts and research departments may be different from or
inconsistent with the views or advice communicated to the Company by such
Underwriters’ investment banking divisions.  The Company acknowledges
that each of the Underwriters is a full-service securities firm and as such from
time to time, subject to applicable securities laws, may effect transactions for
its own account or the account of its customers and hold long or short positions
in debt or equity securities of the Company.

       

      SECTION
16.               Integration.  This
Agreement supersedes all prior agreements and understandings (whether written or
oral) between the Company and the Underwriters, or any of them, with respect to
the subject matter hereof.

       

      SECTION
17.              Parties.  This
Agreement shall each inure to the benefit of and be binding upon the
Underwriters and the Company and their respective successors.  Nothing
expressed or mentioned in this Agreement is intended or shall be construed to
give any person, firm or corporation, other than the Underwriters and the
Company and their respective successors and the controlling persons and officers
and directors referred to in Sections 6 and 7 and their heirs and legal
representatives, any legal or equitable right, remedy or claim under or in
respect of this Agreement or any provision herein contained.  This
Agreement and all conditions and provisions hereof are intended to be for the
sole and exclusive benefit of the Underwriters and the Company and their
respective successors, and said controlling persons and officers and directors
and their heirs and legal representatives, and for the benefit of no other
person, firm or corporation.  No purchaser of Securities from any
Underwriter shall be deemed to be a successor by reason merely of such
purchase.

       

      SECTION
18.                Trial by
Jury.  The Company (on its behalf and, to the extent permitted
by applicable law, on behalf of its stockholders and affiliates) and each of the
Underwriters hereby irrevocably waives, to the fullest extent permitted by
applicable law, any and all right to trial by jury in any legal proceeding
arising out of or relating to this Agreement or the transactions contemplated
hereby.

       

      SECTION
19.               GOVERNING
LAW.  THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

       

      SECTION
20.                TIME.  TIME
SHALL BE OF THE ESSENCE OF THIS AGREEMENT.  EXCEPT AS OTHERWISE SET
FORTH HEREIN, SPECIFIED TIMES OF DAY REFER TO NEW YORK CITY TIME.

       

      SECTION
21.                Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, but all such counterparts shall together constitute
one and the same Agreement.

       

      SECTION
22.                  Effect of
Headings.  The Section headings herein are for convenience only
and shall not affect the construction hereof.

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      If the
foregoing is in accordance with your understanding of our agreement, please sign
and return to the Company a counterpart hereof, whereupon this instrument, along
with all counterparts, will become a binding agreement between the Underwriters
and the Company in accordance with its terms.

       

              Very truly
yours,

       

              INSITUFORM
TECHNOLOGIES, INC.

       

       

      
        	
                 
      

              	
                 

              	     By  /s/ David F. Morris	 


      

      
        	
                 
      

              	
                        Name: 
      David F. Morris

              


      

      
        	
                 
      

              	
                        Title:   
      SVP and CAO

              


      

       

      
        	
                 
      

              	
                CONFIRMED
      AND ACCEPTED,

              


      

      
        	
                 
      

              	
                as
      of the date first above written:

              


      

       

       
MERRILL LYNCH & CO.

      
        	
                 
      

              	
                MERRILL
      LYNCH, PIERCE, FENNER & SMITH

              


      

      
        	
                 
      

              	
                INCORPORATED

              


      

      


       

      
        	
                 
      By     /s/ John
      Fortson

              	 


      

          Authorized
Signatory

       

       
For itself and as Representative of the other Underwriters named in Schedule A
hereto.

       


      
        
          
             

          

           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
A

       

      
        
          
            
              	
                      Name of Underwriter

                    	
                      Number
      of

                      Initial

                      Securities

                    
	 
      	 
      
	
                         
      Merrill Lynch, Pierce, Fenner & Smith

                        
       Incorporated

                    	
                      7,200,000

                    
	
                      Janney
      Montgomery Scott
      LLC                                                                                                          

                    	
                         900,000

                    
	
                      Stifel,
      Nicolaus & Company,
      Incorporated                                                                                                          

                    	
                         900,000

                    
	 
      	 
      
	 
      	 
      
	
                      Total                                                                                                          

                    	
                             9,000,000       

                    


            

          

        

      


      
        
          
            Sch
A-1

          

           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
B

       

      INSITUFORM
TECHNOLOGIES, INC.

       

      9,000,000
Shares of Class A Common Stock

       

      (Par
Value $0.01 Per Share)

       

      


       

      
        	
                 
      

              	
                1.

              	
                The
      initial public offering price per share for the Securities is
      $13.00.

              


      

       

      
        	
                 
      

              	
                2.

              	
                The
      number of shares of the Securities purchased by the Underwriters is
      9,000,000 (with
  overallotment:  10,350,000).

              


      

       

      
        	
                 
      

              	
                3.

              	
                Closing
      Date:  February 17, 2009.

              


      

       

      
        	
                 
      

              	
                4.

              	
                Press
      release of the Company to be dated February 11,
  2009.

              


      

       

      


       

      


       


      
        
          
            Sch
B-1

          

           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
C

       

      LIST OF
SUBSIDIARIES

       

      
        
          
            
              	
                      Name
      of Subsidiary

                    	
                      Place
      of Organization

                    
	
                      Affholder,
      Inc.

                    	
                      Missouri

                    
	
                      Clearline
      Services Limited

                    	
                      United
      Kingdom

                    
	
                      First
      Down Acquisition Corporation

                    	
                      Ohio

                    
	
                      INA
      Acquisition Corp.

                    	
                      Delaware

                    
	
                      Insituform
      Asia Limited1

                    	
                      Hong
      Kong

                    
	
                      Insituform
      Balcani S.R.L.

                    	
                      Romania

                    
	
                      Insituform
      Belgium NV

                    	
                      Belgium

                    
	
                      Insituform
      CV

                    	
                      The
      Netherlands

                    
	
                      Insituform
      Cyprus Limited

                    	
                      Cyprus

                    
	
                      Insituform
      Environmental Techniques Limited2

                    	
                      Ireland

                    
	
                      Insituform
      Europe SAS

                    	
                      France

                    
	
                      Insituform
      Holdings BV

                    	
                      The
      Netherlands

                    
	
                      Insituform
      Holdings (UK) Limited

                    	
                      United
      Kingdom

                    
	
                      Insituform
      Hong Kong Limited

                    	
                      Hong
      Kong

                    
	
                      Insituform
      Limited Partnership

                    	
                      New
      Brunswick, Canada

                    
	
                      Insituform
      Linings Public Limited Company3

                    	
                      United
      Kingdom

                    
	
                      Insituform
      Pacific Pty Limited4

                    	
                      Australia

                    
	
                      Insituform
      Pipeline Rehabilitation Private Ltd5

                    	
                      India

                    
	
                      Insituform
      Rioolrenovatietechnieken B.V.

                    	
                      The
      Netherlands

                    
	
                      Insituform
      Rohrsanierungstechniken GmbH6

                    	
                      Germany

                    
	
                      Insituform
      Singapore Pte. Ltd.

                    	
                      Singapore

                    
	
                      Insituform
      sp. z.o.o.

                    	
                      Poland

                    
	
                      Insituform
      Technologies CV

                    	
                      The
      Netherlands

                    
	
                      Insituform
      Technologies Iberica S.A.

                    	
                      Spain

                    
	
                      Insituform
      Technologies Limited

                    	
                      Alberta,
      Canada

                    
	
                      Insituform
      Technologies Limited

                    	
                      United
      Kingdom

                    
	
                      Insituform
      Technologies Netherlands BV

                    	
                      The
      Netherlands

                    
	
                      Insituform
      Technologies USA, Inc.

                    	
                      Delaware

                    
	
                      Italcontrolli-Insituform
      S.r.l.7

                    	
                      Italy

                    
	
                      ITI
      International Services, Inc.

                    	
                      Delaware

                    
	
                      KA-TE
      Insituform AG

                    	
                      Switzerland

                    
	
                      Kinsel
      Industries, Inc.

                    	
                      Texas

                    
	
                      Mississippi
      Textiles Corporation

                    	
                      Mississippi

                    
	
                      Nu
      Pipe Limited

                    	
                      United
      Kingdom

                    
	
                      Sewer
      Services Limited

                    	
                      United
      Kingdom

                    
	
                      TBC
      Acquisition Corp.

                    	
                      Delaware

                    
	
                      United
      Pipeline de Mexico S.A. de C.V.8

                    	
                      Mexico

                    
	
                      United
      Sistemas de Revestimento un Tubulações Ltda.

                    	
                      Brazil

                    
	
                      United
      Sistema de Tuberias Limitada

                    	
                      Chile

                    
	
                      Video
      Injection – Insituform SAS

                    	
                      France

                    


            

          

        

      

      


       

      

        

      

        
        Entities in
which the Company or its subsidiaries hold less than a 100%
interest:

         

        1
Insituform Technologies Netherlands BV holds a 50% interest.

      

        
        2
Insituform Technologies Limited holds a 50% interest.

      

        
        3
Insituform Holdings (UK) Limited holds a 75% interest.

      

        
        4
Insituform Technologies Netherlands BV holds a 50% interest.

      

        
        5
Insituform Technologies Netherlands BV holds a 50% interest and Insituform
Holdings BV holds a 0.5% interest.

      

        
        6 Insituform Holdings (UK) Limited holds
a 50% interest.   Insituform Rohrsanierungs-techniken GmbH holds
a 100% interest in both
KUT Kanal & Umwelttechnik GmbH (Germany) and Insituform Leitungssanierung GmbH
(Austria) and a 51% interest in
Insituform-Hulin Rohrsanierungs-techniken S.R.O. (Slovakia).  Insituform-Hulin
Rohrsanierungs-techniken S.R.O. holds a 100% interest in Insituform Hulin s.r.o.
(Hungary) and Insituform s.r.o. (Czech Republic).

      

        
        7 INA
Acquisition Corp. holds a 50% equity interest.  This entity is
currently in the process of dissolution.

      

        
        8 INA
Acquisition Corp. holds a 55% interest.

      


      
        
          
            Sch
C-1

          

           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
D

       

      INSITUFORM
TECHNOLOGIES, INC.

       

      9,000,000
Shares of Class A Common Stock

       

      (Par
Value $0.01 Per Share)

       

      1.           The
initial public offering price per share for the Securities, determined as
provided in Section 2, shall be $13.00.

       

      2.           The
purchase price per share for the Securities to be paid by the several
Underwriters shall be $12.35, being an amount equal to the initial public
offering price set forth above less $0.65 per share; provided that the purchase
price per share for any Option Securities purchased upon the exercise of the
overallotment option described in Section 2(b) shall be reduced by an amount per
share equal to any dividends or distributions declared by the Company and
payable on the Initial Securities but not payable on the Option
Securities.

       


      
        
          
            Sch
D-1

          

           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
E

       

      


       

      None.

       


      
        
          
            Sch
E-1

          

           


        

        
           


          
            

          

        

        
           


        

      


      SCHEDULE
F

       

      List of
persons and entities

      subject
to lock-up

       

      


       

      


      
        	
                 
      

              	
                1.

              	
                    J.
      Joseph Burgess

              


      

      
        	
                 
      

              	
                2.

              	
                    Stephen
      P. Cortinovis

              


      

      
        	
                 
      

              	
                3.

              	
                    Stephanie A.
      Cuskley

              


      

      
        	
                 
      

              	
                4.

              	
                    John P.
      Dubinsky

              


      

      
        	
                 
      

              	
                5.

              	
                    Juanita
      H. Hinshaw

              


      

      
        	
                 
      

              	
                6.

              	
                    Alfred
      L. Woods

              


      

      
        	
                 
      

              	
                7.

              	
                    Holly
      S. Sharp

              


      

      
        	
                 
      

              	
                8.

              	
                    David
      A. Martin

              


      

      
        	
                 
      

              	
                9.

              	
                    David
      F. Morris

              


      

      


      



      
        
          
            Sch
F-1

             

          

           


        

        
           


          
            

          

        

        
           


        

      


      Exhibit
A

       

      FORM OF
OPINION OF COMPANY’S COUNSEL

      TO BE
DELIVERED PURSUANT TO

      SECTION
5(b)

       

      


      _____________,
2009

      


      MERRILL
LYNCH & CO.

      
        
        

      

      Merrill
Lynch, Pierce, Fenner & Smith Incorporated

        as
Representative of the several Underwriters

      4 World
Financial Center

      New York,
New York  10080

      


      Re:       Insituform Technologies,
Inc.

      


      Ladies
and Gentlemen:

       

            
We have acted as counsel to Insituform Technologies, Inc., a Delaware
corporation (the “Company”), in connection with the sale and issuance by the
Company of [       ] shares of its Class A
Common Stock, par value $0.01 per share (the “Common Stock”), and an option to
purchase up to an aggregate of [     ] shares of the
Company’s Common Stock solely for the purpose of covering over-allotments,
pursuant to the Purchase Agreement dated ________ (the “Purchase Agreement”),
between the Company and the underwriters named in Schedule A to the Purchase
Agreement (the “Underwriters”).  Capitalized terms used herein without
definition have the respective meanings ascribed thereto in the Purchase
Agreement.  We are rendering this opinion to you pursuant to Section
5(b) of the Purchase Agreement.

       

      As
counsel, we have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, records, certificates and other
instruments as we have deemed necessary or appropriate.  In rendering
our opinions, we have relied upon certificates of officials of the Company as to
certain factual matters material to such opinions.  We have also
relied upon certificates of public officials, including, with respect to our
opinions expressed regarding good standing in paragraphs (1) and (7) below, good
standing certificates from the appropriate state and foreign authorities of
recent date.  We have made no additional investigation after the dates
of such certificates of good standing.  Such certificates of officials
of the Company and public officials have been furnished or made available to
you.  In rendering our opinions set forth in paragraphs (13) and (17),
we have not conducted any search of the court or agency records or dockets of
any jurisdiction or undertaken any further inquiry.  In examining such
materials and in delivering this opinion, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to the originals of all documents submitted to us as certified,
photostatic or conformed copies, and the authenticity of the originals of all
such copies.

       

      In
rendering our opinions, we have assumed (a) the due authorization of the
Purchase Agreement by all parties (other than the Company) thereto, (b) that
each party (other than the Company) to the Purchase Agreement is duly organized,
validly existing and in good standing under the laws of its jurisdiction of
organization, (c) that each party (other than the Company) to the Purchase
Agreement has

       


      
        
          
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      full
right, power and authority to enter into such agreement, (d) that each party
(other than the Company) to the Purchase Agreement has obtained any and all
consents, permits and approvals required by or from any and all Federal, state,
local and foreign governmental and regulatory agencies and authorities in
connection with the transactions contemplated thereby, to the extent necessary
for the legality, validity, binding effect and enforceability of such agreement,
(e) the compliance by each party (other than the Company) to the Purchase
Agreement with its covenants and undertakings contained therein, and (f) the
legal competence and capacity of natural persons. We note that the Purchase
Agreement is governed by the laws of the State of New York, and we have assumed
the effectiveness of this choice of law provision.  In addition, for
purposes of our opinion, we have assumed that there are no other agreements or
understandings among the parties (other than as expressly referred to in the
Purchase Agreement) that would modify the terms of such agreement or the
respective rights or obligations of the parties thereunder.

       

      We are
opining herein as to the effect on the subject transactions only of the Federal
laws of the United States of America, the laws of the States of Missouri and New
York and the General Corporation Law of the State of Delaware. We express no
opinion as to whether the laws of any other jurisdiction might affect any
opinion rendered by us, whether because of the application in Missouri or New
York of the laws of such other jurisdiction or because of the application in
such other jurisdiction of the above-referenced laws of the States of Missouri
and New York.

       

      When used
in this opinion, the phrase “to our knowledge,” “known to us” or words of
similar import signify that, in the course of our representation of the Company
and inquiry of the lawyers within our firm who have provided substantive legal
work to the Company, no facts have come to our attention that would give us
actual knowledge or actual notice that any such opinions or other matters set
forth herein are not accurate.  Except to the extent expressly set
forth herein, we have not undertaken any independent investigation to determine
the existence or absence of such facts and no inference as to our knowledge of
the existence or absence of such facts should be drawn from our representation
of the Company.

       

      Based
solely on the foregoing and subject to the other qualifications set forth
herein, we are of the opinion that:

       

      1.           The
Company has been duly incorporated and is validly existing as a corporation in
good standing under the laws of the State of Delaware.

       

      2.           The
Company has corporate power and authority to own, lease and operate its
properties and to conduct its business as described in the Prospectus and to
enter into and perform its obligations under the Purchase
Agreement.

       

      3.           The
Company is duly qualified as a foreign corporation to transact business and is
in good standing in each jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or the conduct of
business, except where the failure so to qualify or to be in good standing would
not result in a Material Adverse Effect.

       

      4.           The
authorized, issued and outstanding capital stock of the Company is as set forth
in the Prospectus in the column entitled “Actual” under the caption
“Capitalization” (except for subsequent issuances, if any, pursuant to the
Purchase Agreement or pursuant to reservations, agreements or employee benefit
plans referred to in the Prospectus or pursuant to the exercise of convertible
securities or options referred to in the Prospectus); the shares of issued and
outstanding capital stock of the Company have been duly authorized and validly
issued and are fully paid and non-assessable; and none of the outstanding
shares of capital stock of the Company was issued in violation of the preemptive
or other similar rights of any security holder of the
Company.

       


      
        
          
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      5.           The
Securities have been duly authorized for issuance and sale to the Underwriters
pursuant to the Purchase Agreement and, when issued and delivered by the Company
pursuant to the Purchase Agreement against payment of the consideration set
forth in the Purchase Agreement, will be validly issued and fully paid and
non-assessable and no holder of the Securities is or will be subject to personal
liability by reason of being such a holder.

       

      6.           To
our knowledge after due inquiry, the issuance and sale of the Securities are not
subject to the preemptive or other similar rights of any securityholder of the
Company.

       

      7.           Each
Subsidiary has been duly formed and is validly existing in good standing under
the laws of the jurisdiction of its organization, has corporate power and
authority to own, lease and operate its properties and to conduct its business
as described in the Prospectus and is duly qualified to transact business and is
in good standing in each jurisdiction in which such qualification is required,
whether by reason of the ownership or leasing of property or the conduct of
business, except where the failure so to qualify or to be in good standing would
not result in a Material Adverse Effect; except as otherwise disclosed in the
Registration Statement, all of the issued and outstanding capital stock of each
Subsidiary has been duly authorized and validly issued, is fully paid and
non-assessable and, to the best of our knowledge, is owned by the Company,
directly or through subsidiaries, free and clear of any security interest,
mortgage, pledge, lien, encumbrance, claim or equity; none of the outstanding
shares of capital stock of any Subsidiary was issued in violation of the
preemptive or similar rights of any securityholder of such
Subsidiary.

       

      8.           The
Purchase Agreement has been duly authorized, executed and delivered by the
Company.

       

      9.           The
Registration Statement has become effective under the 1933 Act; any required
filing of each prospectus relating to the Securities (including the Prospectus)
pursuant to Rule 424(b) has been made in the manner and within the time period
required by Rule 424(b) (without reference to Rule 424(b)(8)); any required
filing of each Issuer Free Writing Prospectus pursuant to Rule 433 has been made
in the manner and within the time period required by Rule 433(d); and, to the
best of our knowledge, no stop order suspending the effectiveness of the
Registration Statement has been issued under the 1933 Act and no proceedings for
that purpose have been instituted or are pending or threatened by the
Commission.

       

      10.           The
Registration Statement, including without limitation the Rule 430B Information,
the Prospectus, excluding the documents incorporated by reference therein, and
each amendment or supplement to the Registration Statement and the Prospectus,
excluding the documents incorporated by reference therein, as of their
respective effective or issue dates (including without limitation each deemed
effective date with respect to the Underwriters pursuant to Rule 430B(f)(2) of
the 1933 Act Regulations), other than the financial statements and supporting
schedules included therein or omitted therefrom, as to which we need express no
opinion complied as to form in all material respects with the requirements of
the 1933 Act and the 1933 Act Regulations.

       

      11.           The
documents incorporated by reference in the Prospectus (other than the financial
statements and supporting schedules included therein or omitted therefrom, as to
which we need express no opinion), when they became effective or were filed with
the Commission, as the case may be, complied as to form in all material respects
with the requirements of the 1934 Act and the rules and regulations of the
Commission thereunder.

       


      
        
          
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      12.           The
form of certificate used to evidence the Common Stock complies in all material
respects with all applicable statutory requirements, with any applicable
requirements of the amended and restated certificate of incorporation and
by-laws of the Company and the requirements of the Nasdaq Global Select
Market.

       

      13.           To
our knowledge, other than as described in the Registration Statement, there is
not pending or threatened any action, suit, proceeding, inquiry or
investigation, to which the Company or any subsidiary is a party, or to which
the property of the Company or any subsidiary is subject, before or brought by
any court or governmental agency or body, domestic or foreign, which would
reasonably be expected to result in a Material Adverse Effect, or which would
reasonably be expected to materially and adversely affect the properties or
assets thereof or the consummation of the transactions contemplated in the
Purchase Agreement or the performance by the Company of its obligations
thereunder.

       

      14.           The
information in the Prospectus under “Description of Capital Stock--Common
Stock,” and in the Registration Statement under Item 15 to the extent that it
constitutes matters of law, summaries of legal matters, the Company’s amended
and restated certificate of incorporation and by-laws or legal proceedings, or
legal conclusions, has been reviewed by us and is correct in all material
respects.

       

      15.           All
descriptions in the Registration Statement of contracts and other documents to
which the Company or its subsidiaries are a party are accurate in all material
respects; to our knowledge, there are no franchises, contracts, indentures,
mortgages, loan agreements, notes, leases or other instruments required to be
described or referred to in the Registration Statement or to be filed as
exhibits to the Registration Statement or to the documents incorporated by
reference to the Registration Statement other than those described or referred
to therein or filed or incorporated by reference as exhibits
thereto.

       

      16.           No
filing with, or authorization, approval, consent, license, order, registration,
qualification or decree of, any court or governmental authority or agency,
domestic or foreign (other than under the 1933 Act and the 1933 Act Regulations,
which have been obtained, or as may be required under the securities or blue sky
laws of the various states, as to which we need express no opinion) is necessary
or required in connection with the due authorization, execution and delivery of
the Purchase Agreement or for the offering, issuance, sale or delivery of the
Securities.

       

      17.           The
execution, delivery and performance of the Purchase Agreement and the
consummation of the transactions contemplated in the Purchase Agreement and in
the Registration Statement (including the issuance and sale of the Securities
and the use of the proceeds from the sale of the Securities as described in the
Prospectus under the caption “Use Of Proceeds”) and compliance by the Company
with its obligations under the Purchase Agreement do not and will not, whether
with or without the giving of notice or lapse of time or both, conflict with or
constitute a breach of, or default or Repayment Event (as defined in Section
1(a)(xiii) of the Purchase Agreement) under or result in the creation or
imposition of any lien, charge or encumbrance upon any property or assets of the
Company or any subsidiary pursuant to any contract, indenture, mortgage, deed of
trust, loan or credit agreement, note, lease or any other agreement or
instrument, known to us, to which the Company or any subsidiary is a party or by
which it or any of them may be bound, or to which any of the property or assets
of the Company or any subsidiary is subject (except for such conflicts,
breaches, defaults or Repayment Events or liens, charges or encumbrances that
would not have a Material Adverse Effect), nor will such action result in any
violation of the provisions of the amended and restated certificate of
incorporation or by-laws of the Company or any subsidiary, or any applicable
law, statute, rule, regulation, judgment, order, writ or decree, known to us, of
any government, government instrumentality or court, domestic or foreign, having
jurisdiction over the Company or any subsidiary or any of their respective
properties, assets or operations.

       


      
        
          
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      18.           The
Company is not required, and upon the issuance and sale of the Securities as
herein contemplated and the application of the net proceeds therefrom as
described in the Prospectus will not be required, to register as an “investment
company” under the 1940 Act.

       

      19.           The
Company or its subsidiaries are the exclusive owners of the entire right, title
and interest in and to the intellectual property owned by the Company or any of
its subsidiaries and material to their business (the “Owned Intellectual
Property”), and have a valid license to use the intellectual property that is
licensed or sublicensed to the Company or any of its subsidiaries and material
to their business (the “Licensed Intellectual Property”).  The Company
or its subsidiaries are entitled to use all Owned Intellectual Property and
Licensed Intellectual Property in the continued operation of their business
without limitation, subject only to the terms of the licenses relating to the
Licensed Intellectual Property.  The Owned Intellectual Property and,
to the best of our knowledge, the Licensed Intellectual Property have not been
adjudged invalid or unenforceable in whole or in part, and are valid and
enforceable.  The expiration of any patents, patent rights,
trademarks, service marks, trade names or copyrights would not result in a
Material Adverse Effect that is not otherwise disclosed in the Registration
Statement, the General Disclosure Package or the Prospectus.

       

      20.           To
our knowledge, except as would not reasonably be expected to result in a
Material Adverse Effect, the conduct of the Company’s or its subsidiaries’
business as currently conducted or proposed to be conducted does not infringe or
misappropriate the intellectual property of any third party.  No
material actions or proceedings alleging any of the foregoing are pending, and
no claim has been threatened or asserted against the Company or any of its
subsidiaries alleging any of the foregoing that would reasonably be expected to
result in a Material Adverse Effect.  To our knowledge, no person is
engaging in any activity that infringes the Owned Intellectual Property that
would result in a Material Adverse Effect.

       

      21.           No
Owned Intellectual Property is subject to any outstanding decree, order,
injunction, judgment or ruling restricting the Owned Intellectual Property or
that would impair the validity or enforceability of the Owned Intellectual
Property, except for any such decree, order, injunction, judgment or writing
that would not result in a Material Adverse Effect.

       

      Nothing
has come to our attention that would lead us to believe that the Original
Registration Statement or any amendment thereto (except for financial statements
and schedules and other financial data included or incorporated by reference
therein or omitted therefrom, as to which we need make no statement), at the
time such Original Registration Statement or any such amendment became
effective, contained an untrue statement of a material fact or omitted to state
a material fact required to be stated therein or necessary to make the
statements therein not misleading; that the Registration Statement, including
the Rule 430B Information (except for financial statements and schedules and
other financial data included or incorporated by reference therein or omitted
therefrom, as to which we need make no statement), at each deemed effective date
with respect to the Underwriters pursuant to Rule 430B(f)(2) of the 1933 Act
Regulations, contained an untrue statement of a material fact or omitted to
state a material fact required to be stated therein or necessary to make the
statements therein not misleading; or that the Prospectus or any amendment or
supplement thereto (except for financial statements and schedules and other
financial data included or incorporated by reference therein or omitted
therefrom, as to which we need make no statement), at the time the Prospectus
was issued, at the time any such amended or supplemented prospectus was issued
or at the Closing Time, included or includes an untrue statement of a material
fact or omitted or omits to state a material fact necessary in order to make the
statements therein, in light of the circumstances under which they were made,
not misleading.  In addition, nothing has come to our attention that
would lead us to believe that the General Disclosure Package, other than the
financial statements and schedules and other financial data included or
incorporated by reference therein or omitted therefrom, as to which we need make
no statement, as of the Applicable Time, contained any untrue

       


      
        
          
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      statement
of a material fact or omitted 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.  With respect to statements contained in
the General Disclosure Package, any statement contained in any of the
constituent documents shall be deemed to be modified or superseded to the extent
that any information contained in subsequent constituent documents modifies or
replaces such statement.

       

      This
opinion is delivered to the Underwriters pursuant to the terms of the Purchase
Agreement and is not to be relied upon by any other person for any reason
without our prior express written consent.  We expressly disavow any
obligation to update this letter in the future.

       

                                                      Very Truly
Yours,

       

       


      
        
          
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      Exhibit
B

       

      l, 2009

       

      
        MERRILL
LYNCH & CO.

        
          
          

        

        Merrill
Lynch, Pierce, Fenner & Smith Incorporated

          as
Representative of the several Underwriters

        4 World
Financial Center

        New York,
New York  10080

      

       

      Re:           Proposed Public Offering by
Insituform Technologies, Inc.

       

      The
undersigned, a shareholder and an officer and/or director of Insituform
Technologies, Inc., a Delaware corporation (the “Company”), understands that
Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated (“Merrill Lynch”), as Representative of the several underwriters,
proposes to enter into a Purchase Agreement (the “Purchase Agreement”) with the
Company providing for the public offering of shares (the “Securities”) of the
Company’s Class A common stock, par value $0.01 per share (the “Common
Stock”).  In recognition of the benefit that such an offering will
confer upon the undersigned as a shareholder and an officer and/or director of
the Company, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the undersigned agrees with each
underwriter to be named in the Purchase Agreement that, during a period of 90
days from the date of the Purchase Agreement, the undersigned will not, without
the prior written consent of Merrill Lynch, 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 for
the sale of, lend, or otherwise dispose of or transfer any shares of the
Company’s Common Stock or any securities convertible into or exchangeable or
exercisable for Common Stock, whether now owned or hereafter acquired by the
undersigned or with respect to which the undersigned has or hereafter acquires
the power of disposition, or file, request or demand to be filed, or cause to be
filed, any registration statement under the Securities Act of 1933, as amended,
with respect to any of the foregoing (collectively, the “Lock-Up Securities”) 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 the Lock-Up Securities, whether any such swap or transaction is
to be settled by delivery of Common Stock or other securities, in cash or
otherwise, in each case other than in connection with the receipt, exercise,
cashless or net exercise, vesting, or removal or lapse of restrictions on, stock
options, restricted stock or other awards pursuant to any employee benefit,
bonus or incentive plan or agreement of the Company which stock options,
restricted stock or other awards are scheduled to expire pursuant to their terms
within 120 days of the date hereof, so long as the aggregate number of shares of
Common Stock sold pursuant to this provision by the undersigned and all persons
similarly restricted does not exceed 35,000.

       

      Notwithstanding
the foregoing, if:

       

      (1)           during
the last 17 days of the 90-day lock-up 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 lock-up period, the Company announces that it
will release earnings results or becomes aware that material news or a material
event will occur during the 16-day period beginning on the last day of the
90-day lock-up period,

       


      
        
          
            B-1

          

           


        

        
           


          
            

          

        

        
           


        

      


      the
restrictions imposed by this lock-up 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, as applicable,
unless Merrill Lynch waives, in writing, such extension.

       

      


      The
undersigned hereby acknowledges and agrees that written notice of any extension
of the 90-day lock-up period pursuant to the previous paragraph will be
delivered by Merrill Lynch to the Company (in accordance with Section 13 of the
Purchase Agreement) and that any such notice properly delivered will be deemed
to have been given to, and received by, the undersigned. The undersigned further
agrees that, prior to engaging in any transaction or taking any other action
that is subject to the terms of this lock-up agreement during the period from
the date of this lock-up agreement to and including the 34th day following the
expiration of the initial 90-day lock-up period, it will give notice thereof to
the Company and will not consummate such transaction or take any such action
unless it has received written confirmation from the Company that the 90-day
lock-up period (as may have been extended pursuant to the previous paragraph)
has expired.

       

      The
undersigned also agrees and consents to the entry of stop transfer instructions
with the Company’s transfer agent and registrar against the transfer of the
Lock-Up Securities except in compliance with the foregoing
restrictions.

       

          Very truly
yours,

       

       

          Signature: 
  ______________________

       

          Print Name:
_______________________

       

       

       

       

      
 

      
        B-2