Exhibit 10.10
	 


	 
		[Number of Shares]
	 


	 
		TOWERSTREAM CORPORATION
	 

	 
		Common Stock
	 

	 
		PLACEMENT AGENT
		AGREEMENT
	 

	 
		June [__], 2007
	 

	 
		LAZARD CAPITAL MARKETS LLC
	 

	 
		CANACCORD ADAMS INC.
	 

	 
		MORGAN JOSEPH & CO. INC.
	 

	 
			
				
				   
				

			 	
				
				  C/O LAZARD CAPITAL MARKETS
				  LLC
				

			 

 

	 
		30 Rockefeller Plaza
	 

	 
		New York, New York 10020
	 

	 
		Dear Sirs:
	 

	 
		1. INTRODUCTION. Towerstream Corporation, a Delaware corporation (the
		“Company”), proposes to issue and sell to the purchasers,
		pursuant to the terms of this Placement Agent Agreement (this
		“Agreement”) and the Subscription Agreements in the form of
		Exhibit A attached hereto (the “Subscription Agreements”) entered into with the purchasers identified
		therein (each a “Purchaser”
		and collectively, the “Purchasers”), up to an aggregate of [______] shares of common
		stock, $0.001 par value per share (the “Common Stock”) of the Company. The aggregate of [______] shares
		so proposed to be sold is hereinafter referred to as the “Stock.” The
		Company hereby confirms its agreement with Lazard Capital Markets LLC
		(“LCM”), Canaccord Adams Inc. (“Canaccord”)
		and Morgan Joseph & Co. Inc. (“Morgan Joseph,” and together with LCM and Canaccord, the
		“Placement Agents”) to act as Placement Agents in accordance with
		the terms and conditions hereof. LCM is acting as the representative of the
		Placement Agents, and in such capacity is hereinafter referred to as the
		“Representative.” 
	 

	 
		2. AGREEMENT TO ACT AS PLACEMENT AGENTS;
		PLACEMENT OF SECURITIES. On the basis
		of the representations, warranties and agreements of the Company herein
		contained, and subject to all the terms and conditions of this
		Agreement:
	 

	 
		2.1 The Company has authorized and hereby
		acknowledges that the Placement Agents have acted as its exclusive agents to
		solicit offers for the purchase of all or part of the Stock from the Company in
		connection with the proposed offering of the Stock (the “Offering”).
		Until the Closing Date (as defined in Section 4
		hereof), the Company shall not, without the prior written consent of the
		Representative, solicit or accept offers to purchase Stock otherwise than
		through the Placement Agents. LCM may utilize the expertise of Lazard
		Frères & Co. LLC in connection with LCM’s placement agent
		activities.
	 

	 
		2.2 The Company hereby acknowledges that the
		Placement Agents, as agents of the Company, used their commercially reasonable
		efforts to solicit offers to purchase the Stock from the Company on the terms
		and subject to the conditions set forth in the Prospectus (as defined below).
		The Placement Agents shall use commercially reasonable efforts to assist the
		Company in obtaining performance by each Purchaser whose offer to 
	 

	 
		 
	 



	 
	 

	 

	 
		purchase Stock was solicited by the
		Placement Agents and accepted by the Company, but the Placement Agents shall
		not, except as otherwise provided in this Agreement, be obligated to disclose
		the identity of any potential purchaser or have any liability to the Company in
		the event any such purchase is not consummated for any reason. Under no
		circumstances will the Placement Agents be obligated to underwrite or purchase
		any Stock for their own accounts and, in soliciting purchases of Stock, the
		Placement Agents acted solely as the Company’s agents to solicit offers to
		purchase and not as principals. 
	 

	 
		2.3 Subject to the provisions of this
		Section 2, offers for the purchase of Stock were solicited by the
		Placement Agents as agents for the Company at such times and in such amounts as
		the Placement Agents deemed advisable. Each Placement Agent shall communicate
		to the Company, orally or in writing, each reasonable offer to purchase Stock
		received by it as agent of the Company. The Company shall have the sole right
		to accept offers to purchase the Stock and may reject any such offer, in whole
		or in part, for any reason. Each Placement Agent shall have the right, in its
		discretion reasonably exercised, without notice to the Company, to reject any
		offer to purchase Stock received by it, in whole or in part, and any such
		rejection shall not be deemed a breach of this Agreement. 
	 

	 
		2.4 The Stock is being sold to the
		Purchasers at a price of $____ per share. The purchases of the Stock by the
		Purchasers shall be evidenced by the execution of Subscription Agreements by
		each of the Purchasers and the Company.
	 

	 
		2.5 As compensation for services rendered,
		on the Closing Date (as defined in Section 4
		hereof), the Company shall (a) pay to the Placement Agents by wire transfer of
		immediately available funds to an account or accounts designated by the
		Representative, an aggregate amount equal to seven percent (7%) of the gross
		proceeds received by the Company from the sale of the Stock on such Closing
		Date and (b) issue the Placement Agents warrants (the “Placement Agents Warrants”) to purchase the number of shares of stock equal
		to three percent (3%) of the sum of the number of shares of Common Stock sold
		in the Offering in substantially the form attached hereto as Exhibit B.
	 

	 
		2.6 No Stock which the Company has agreed to
		sell pursuant to this Agreement and the Subscription Agreements shall be deemed
		to have been purchased and paid for, or sold by the Company, until such Stock
		shall have been delivered to the Purchaser thereof against payment by such
		Purchaser. If the Company shall default in its obligations to deliver Stock to
		a Purchaser whose offer it has accepted, the Company shall indemnify and hold
		the Placement Agents harmless against any loss, claim, damage or expense
		arising from or as a result of such default by the Company in accordance with
		the procedures set forth in Section 8(c) herein.
	 

	 
		3. REPRESENTATIONS AND WARRANTIES OF THE
		COMPANY. The Company represents and warrants to, and agrees with, the
		Placement Agents and the Purchasers that:
	 

	 
		(a) A registration statement of the Company
		on Form SB-2 (File No. 333-142032) (including all pre-effective amendments
		thereto and all post-effective amendments thereto filed before execution of
		this Agreement, the “Initial
		Registration 
	 

	 
		 
	 

	 
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		Statement”) in respect of the Stock has been filed with the
		Securities and Exchange Commission (the “Commission”). The Initial Registration Statement and any
		post-effective amendment, if any, thereto, each in the form heretofore
		delivered to the Placement Agents, and, excluding exhibits thereto, have been
		declared effective by the Commission in such form and meet the requirements of
		the Securities Act of 1933, as amended (the “Securities Act”), and the rules and regulations of the Commission
		thereunder (the “Rules and
		Regulations”). The Company meets
		the requirements for use of Form SB 2 as adopted by the Commission pursuant to
		the Commission’s authority under the Securities Act. Other than (i) a
		registration statement, if any, increasing the size of the offering filed
		pursuant to Rule 462(b) under the Securities Act and the Rules and Regulations
		(a “Rule 462(b) Registration
		Statement”) and (ii) the
		Prospectus (as defined below) contemplated by this Agreement to be filed
		pursuant to Rule 424(b) of the Rules and Regulations, no other document with
		respect to the offer and sale of the Stock has heretofore been filed with the
		Commission. No stop order suspending the effectiveness of the Initial
		Registration Statement, any post-effective amendment thereto or the Rule 462(b)
		Registration Statement, if any, has been issued and no proceeding for that
		purpose or pursuant to Section 8A of the Securities Act has been initiated
		or threatened by the Commission (any preliminary prospectus included in the
		Initial Registration Statement or filed with the Commission pursuant to Rule
		424(a) of the Rules and Regulations is hereinafter called a
		“Preliminary
		Prospectus”). The various parts of
		the Initial Registration Statement and the Rule 462(b) Registration Statement,
		if any, in each case including all exhibits thereto and including (i) the
		information contained in the Prospectus filed with the Commission pursuant to
		Rule 424(b) of the Rules and Regulations and deemed by virtue of Rule 430A
		under the Securities Act to be part of the Initial Registration Statement at
		the time it became effective and (ii) the documents incorporated by reference
		in the Rule 462(b) Registration Statement at the time the Rule 462(b)
		Registration Statement became effective, are hereinafter collectively called
		the “Registration
		Statements.” The final prospectus,
		in the form filed pursuant to and within the time limits described in Rule
		424(b) under the Rules and Regulations, is hereinafter called the
		“Prospectus.” 
	 

	 
		(b) As of the Applicable Time (as defined
		below) and as of the Closing Date, the Pricing Prospectus (as defined below)
		did not include or will not include, any untrue statement of a material fact or
		omitted, as of the Closing Date, will not 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; provided, however, that
		the Company makes no representations or warranties as to information contained
		in or omitted from the Pricing Prospectus in reliance upon, and in conformity
		with, written information furnished to the Company through the Representative
		by or on behalf of any Placement Agent specifically for inclusion therein,
		which information the parties hereto agree is limited to the Placement
		Agents’ Information (as defined in Section 18). As used in this paragraph (b)
		and elsewhere in this Agreement:
	 

	 
		“Applicable Time” means 5:00 P.M., New York time, on the date of
		this Agreement.
	 

	 
		“Pricing Prospectus” means the Preliminary Prospectus, as amended and
		supplemented, immediately prior to the Applicable Time.
	 

	 
		 
	 

	 
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		(c) No order preventing or suspending the
		use of any Preliminary Prospectus or the Prospectus relating to the Offering
		has been issued by the Commission, and no proceeding for that purpose or
		pursuant to Section 8A of the Securities Act has been instituted or
		threatened by the Commission, and each Preliminary Prospectus, at the time of
		filing thereof, conformed in all material respects to the requirements of the
		Securities Act and the Rules and Regulations, and did 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, in the light of the
		circumstances under which they were made, not misleading; provided, however, that
		the Company makes no representations or warranties as to information contained
		in or omitted from any Preliminary Prospectus, in reliance upon, and in
		conformity with, written information furnished to the Company through the
		Representative by or on behalf of any Placement Agent specifically for
		inclusion therein, which information the parties hereto agree is limited to the
		Placement Agents’ Information (as defined in Section 18).
	 

	 
		(d) At the time the Registration Statements
		became or become effective, at the date of this Agreement and at the Closing
		Date, each Registration Statement conformed and will conform in all material
		respects to the requirements of the Securities Act and the Rules and
		Regulations and did not and will not contain any untrue statement of a material
		fact or omit to state any material fact required to be stated therein or
		necessary to make the statements therein not misleading; the Prospectus and any
		amendments or supplements thereto, at the time the Prospectus or any amendment
		or supplement thereto was issued and at the Closing Date, conformed and will
		conform in all material respects to the requirements of the Securities Act and
		the Rules and Regulations and did not and will not contain an untrue statement
		of a material fact or omit to state a material fact necessary in order to make
		the statements therein, in light of the circumstances under which they were
		made, not misleading; provided,
		however, that the foregoing representations and warranties in
		this paragraph (d)
		shall not apply to information contained in or omitted from the Registration
		Statements or the Prospectus or any amendment or supplement thereto in reliance
		upon, and in conformity with, written information furnished to the Company
		through the Representative by or on behalf of any Placement Agent specifically
		for inclusion therein, which information the parties hereto agree is limited to
		the Placement Agents’ Information (as defined in Section 18). 
	 

	 
		(e) The Company has not, directly or
		indirectly, distributed and will not distribute any offering material in
		connection with the Offering other than any Preliminary Prospectus, the
		Prospectus and other materials, if any, permitted under the Securities Act.
		
	 

	 
		(f) The Company and each Subsidiary (as
		defined below) has been duly organized and is validly existing as a corporation
		in good standing (or the foreign equivalent thereof) under the laws of its
		jurisdiction of organization. The Company and each Subsidiary is duly qualified
		to do business and is in good standing as a foreign corporation in each
		jurisdiction in which its ownership or lease of property or the conduct of its
		business requires such qualification and has all power and authority necessary
		to own or hold its properties and to conduct the business in which it is
		engaged, except where the failure to so qualify or have such power or authority
		(i) would not have,
	 

	 
		 
	 

	 
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		 singularly or in the aggregate, a material
		adverse effect on the condition (financial or otherwise), results of
		operations, assets or business or prospects of the Company or any Subsidiary,
		taken as a whole, or (ii) impair in any material respect the ability of the
		Company to perform its obligations under this Agreement or to consummate any
		transactions contemplated by the Agreement, the Pricing Prospectus or the
		Prospectus (any such effect as described in clauses (i) or (ii), a
		“Material Adverse
		Effect”). The Company owns or
		controls, directly or indirectly, only the following corporations,
		partnerships, limited liability partnerships, limited liability companies,
		associations or other entities: Towerstream I, Inc., a Delaware corporation
		(“Subsidiary”).
	 

	 
		(g) The Company has the full right, power
		and authority to enter into this Agreement, each of the Subscription Agreements
		and that certain Escrow Agreement (the “Escrow Agreement”) dated as of the date hereof by and among the
		Company, the Placement Agents and the escrow agent named therein, and to
		perform and to discharge its obligations hereunder and thereunder; and each of
		this Agreement, the Escrow Agreement and each of the Subscription Agreements
		have been duly authorized, executed and delivered by the Company, and
		constitutes a valid and binding obligation of the Company enforceable in
		accordance with its terms.
	 

	 
		(h) The Stock to be issued and sold by the
		Company to the Purchasers hereunder and under the Subscription Agreements has
		been duly and validly authorized and, when issued and delivered against payment
		therefor as provided herein and the Subscription Agreements, will be duly and
		validly issued, fully paid and non-assessable and free of any preemptive or
		similar rights and will conform to the description thereof contained in the
		Pricing Prospectus and the Prospectus.
	 

	 
		(i) The Company has an authorized
		capitalization as set forth in the Pricing Prospectus and the Prospectus, and
		all of the issued shares of capital stock of the Company have been duly and
		validly authorized and issued, are fully paid and non-assessable, have been
		issued in compliance with federal and state securities laws, and conform to the
		description thereof contained in the Pricing Prospectus and the Prospectus. As
		of June 5, 2007, there were 23,724,950 shares of Common Stock issued and
		outstanding and no shares of Preferred Stock, par value $0.001 per share of the
		Company issued and outstanding and 8,263,507 shares of Common Stock were
		issuable upon the exercise of all options, warrants and convertible securities
		outstanding as of such date. Since such date, the Company has not issued any
		securities, other than Common Stock of the Company issued pursuant to the
		exercise of stock options previously outstanding under the Company’s stock
		option plans or the issuance of restricted Common Stock pursuant to employee
		stock purchase plans. All of the Company’s options, warrants and other
		rights to purchase or exchange any securities for shares of the Company’s
		capital stock have been duly authorized and validly issued and were issued in
		compliance with federal and state securities laws. The Stock to be issued and
		sold by the Company under this Agreement and the Subscription Agreements has
		been duly authorized and, when issued, delivered and paid for in accordance
		with the terms of this Agreement and the Subscription Agreements, will have
		been validly issued and will be fully paid and nonassessable and will conform
		to the description thereof in 
	 

	 
		 
	 

	 
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		the Pricing Prospectus and the Prospectus
		and will be free of statutory and contractual preemptive rights, resale rights,
		rights of first refusal and similar rights, other than as described in the
		Pricing Prospectus and the Prospectus. None of the outstanding shares of Common
		Stock was issued in violation of any preemptive rights, rights of first refusal
		or other similar rights to subscribe for or purchase securities of the Company.
		There are no authorized or outstanding shares of capital stock, options,
		warrants, preemptive rights, rights of first refusal or other rights to
		purchase, or equity or debt securities convertible into or exchangeable or
		exercisable for, any capital stock of the Company or any of its subsidiaries
		other than those described above or accurately described in the Pricing
		Prospectus. The description of the Company’s stock option, stock bonus and
		other stock plans or arrangements, and the options or other rights granted
		thereunder, as described in the Pricing Prospectus and the Prospectus,
		accurately and fairly present the information required to be shown with respect
		to such plans, arrangements, options and rights. On May 10, 2007, the
		Company’s board of directors approved the adoption of the 2007 Incentive
		Stock Plan under which the Company will have authority to issue up to an
		additional 2,500,000 shares of its common stock in the form of options or
		restricted stock. The 2007 Incentive Stock Plan was approved by the
		Company’s stockholders on May 17, 2007. The total number of shares of
		common stock that would be able to be delivered under both the Equity
		Compensation Plan and the 2007 Incentive Stock Plan combined would be 4,903,922
		shares.
	 

	 
		(j) All the outstanding shares of capital
		stock of each Subsidiary have been duly authorized and validly issued, are
		fully paid and non-assessable and, except to the extent set forth in the
		Pricing Prospectus or the Prospectus, are owned by the Company directly or
		indirectly through one or more wholly-owned subsidiaries, free and clear of any
		claim, lien, encumbrance, security interest, restriction upon voting or
		transfer or any other claim of any third party.
	 

	 
		(k) The execution, delivery and performance
		of this Agreement, the Subscription Agreements and the Escrow Agreement by the
		Company, the issue and sale of the Stock by the Company and the consummation of
		the transactions contemplated hereby and thereby (i) will not (with or without
		notice or lapse of time or both) conflict with or result in a breach or
		violation of any of the terms or provisions of, constitute a default under,
		give rise to any right of termination or other right or the cancellation or
		acceleration of any right or obligation or loss of a benefit under, or give
		rise to the creation or imposition of any lien, encumbrance, security interest,
		claim or charge upon any property or assets of the Company or any Subsidiary
		pursuant to, any indenture, mortgage, deed of trust, loan agreement or other
		agreement or instrument to which the Company or any Subsidiary is a party or by
		which the Company or any Subsidiary is bound or to which any of the property or
		assets of the Company or any Subsidiary is subject, nor (ii) will such actions
		result in any violation of the provisions of the charter or by-laws of the
		Company or any Subsidiary or (iii) any law, statute, rule, regulation,
		judgment, order or decree of any court or governmental agency or body, domestic
		or foreign, having jurisdiction over the Company or any Subsidiary or any of
		their properties or assets, except in the case of clauses (i) and (iii) of this
		paragraph, for such breaches, violations or defaults that would not
		individually or in the aggregate have a Material Adverse Effect. 
	 

	 
		 
	 

	 
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		(l) Except for the registration of the Stock
		under the Securities Act and such consents, approvals, authorizations,
		registrations or qualifications as may be required under the Securities
		Exchange Act of 1934, as amended (the “Exchange Act”) and applicable state or foreign securities laws,
		the National Association of Securities Dealers, Inc. and the Nasdaq Capital
		Market (“Nasdaq CM”) in connection with the offering and sale of the
		Stock by the Company, no consent, approval, authorization or order of, or
		filing, qualification or registration with, any court or governmental agency or
		body, foreign or domestic, which has not been made, obtained or taken and is
		not in full force and effect, is required for the execution, delivery and
		performance of this Agreement, the Subscription Agreements and the Escrow
		Agreement by the Company, the offer or sale of the Stock or the consummation of
		the transactions contemplated hereby or thereby. 
	 

	 
		(m) Marcum & Kliegman, LLP, who have
		provided an audit opinion concerning the Company’s financial statements
		and schedules, if any, for the periods set forth in the Pricing Prospectus and
		the Prospectus in such report and included in the Registration Statements, the
		Pricing Prospectus and the Prospectus, have audited the Company’s
		financial statements and is an independent registered public accounting firm as
		required by the Securities Act and the Rules and Regulations and the Public
		Company Accounting Oversight Board (United States) (the “PCAOB”).
		Except as disclosed in the Registration Statements and as pre-approved in
		accordance with the requirements set forth in Section 10A of the Exchange
		Act, Marcum & Kliegman, LLP have not been engaged by the Company to perform
		any “prohibited activities” (as defined in Section 10A of the
		Exchange Act).
	 

	 
		(n) The financial statements, together with
		the related notes and schedules, included in the Pricing Prospectus, the
		Prospectus and in each Registration Statement fairly present the financial
		position and the results of operations and changes in financial position of the
		Company and its consolidated subsidiaries at the respective dates or for the
		respective periods therein specified. Such statements and related notes and
		schedules have been prepared in accordance with generally accepted accounting
		principles in the United States (“GAAP”)
		applied on a consistent basis throughout the periods involved except as may be
		set forth in the related notes thereto. The financial statements, together with
		the related notes and schedules, included in the Pricing Prospectus and the
		Prospectus comply in all material respects with the Securities Act, the
		Exchange Act, and the Rules and Regulations and the rules and regulations under
		the Exchange Act. No other financial statements or supporting schedules or
		exhibits are required by the Securities Act or the Rules and Regulations to be
		described, or included in the Registration Statements, the Pricing Prospectus
		or the Prospectus. There is no pro forma or as adjusted financial information
		which is required to be included in the Registration Statements, the Pricing
		Prospectus, or and the Prospectus in accordance with the Securities Act and the
		Rules and Regulations which has not been included as so required. The pro forma
		and pro forma as adjusted financial information and the related notes included
		in the Registration Statements, the Pricing Prospectus and the Prospectus have
		been properly compiled and prepared in accordance with the applicable
		requirements of the Securities Act and the Rules and Regulations and present
		fairly the information shown therein, and the assumptions used in the
		preparation thereof are reasonable and the 
	 

	 
		 
	 

	 
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		adjustments used therein are appropriate to
		give effect to the transactions and circumstances referred to therein.
	 

	 
		(o) Neither the Company nor any Subsidiary
		has sustained, since the date of the latest audited financial statements
		included in the Pricing Prospectus, any material loss or interference with its
		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, otherwise than as set forth or contemplated in the Pricing
		Prospectus; and, since such date, there has not been any change in the capital
		stock or long-term debt of the Company or any Subsidiary, or any material
		adverse changes, or any development involving a prospective material adverse
		change, in or affecting the business, assets, general affairs, management,
		financial position, prospects, stockholders’ equity or results of
		operations of the Company or any Subsidiary otherwise than as set forth or
		contemplated in the Pricing Prospectus. 
	 

	 
		(p) Except as set forth in the Pricing
		Prospectus, there is no legal or governmental action, suit, claim or proceeding
		pending to which the Company or any Subsidiary is a party or of which any
		property or assets of the Company any Subsidiary is the subject which is
		required to be described in the Registration Statements, the Pricing Prospectus
		or the Prospectus and is not described therein, or which, singularly or in the
		aggregate, if determined adversely to the Company or any Subsidiary, could have
		a Material Adverse Effect or prevent the consummation of the transactions
		contemplated hereby; and to the best of the Company’s knowledge, no such
		proceedings are threatened or contemplated by governmental authorities or
		threatened by others.
	 

	 
		(q) Neither the Company nor any Subsidiary
		is in (i) violation of its charter or by-laws, (ii) default in any respect, and
		no event has occurred which, with notice or lapse of time or both, would
		constitute such a default, in the due performance or observance of any term,
		covenant or condition contained in any indenture, mortgage, deed of trust, loan
		agreement, lease or other agreement or instrument to which it is a party or by
		which it is bound or to which any of its property or assets is subject or (iii)
		violation in any respect of any law, ordinance, governmental rule, regulation
		or court order, decree or judgment to which it or its property or assets may be
		subject except, in the case of clauses (ii) and (iii) of this paragraph (r),
		for any violations or defaults which, singularly or in the aggregate, would not
		have a Material Adverse Effect.
	 

	 
		(r) The Company and each Subsidiary
		possesses all licenses, certificates, authorizations and permits issued by, and
		have made all declarations and filings with, the appropriate local, state,
		federal or foreign regulatory agencies or bodies which are necessary or
		desirable for the ownership of its properties or the conduct of its businesses
		as described in the Pricing Prospectus and the Prospectus (collectively, the
		“Governmental
		Permits”) except where any
		failures to possess or make the same, singularly or in the aggregate, would not
		have a Material Adverse Effect. The Company and each Subsidiary is in
		compliance with all such Governmental Permits; all such Governmental Permits
		are valid and in full force and effect, except where the validity or failure to
		be in full force and effect would not, singularly or in the aggregate, have a
		Material Adverse Effect. All such Governmental Permits are free and clear of
		any 
	 

	 
		 
	 

	 
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		restriction or condition that are in
		addition to, or materially different from those normally applicable to similar
		licenses, certificates, authorizations and permits. Neither the Company nor any
		Subsidiary has received notification of any revocation or modification (or
		proceedings related thereto) of any such Governmental Permit and the Company
		has no reason to believe that any such Governmental Permit will not be
		renewed.
	 

	 
		(s) Neither the Company nor any Subsidiary
		is or, after giving effect to the offering of the Stock and the application of
		the proceeds thereof as described in the Pricing Prospectus and the Prospectus,
		will become an “investment company” within the meaning of the
		Investment Company Act of 1940, as amended, and the rules and regulations of
		the Commission thereunder. 
	 

	 
		(t) Neither the Company, nor any Subsidiary
		nor, to the Company’s knowledge, any of the Company’s or any
		Subsidiary’s officers, directors or Affiliates has taken or will take,
		directly or indirectly, any action designed or intended to stabilize or
		manipulate the price of any security of the Company, or which caused or
		resulted in, or which might in the future reasonably be expected to cause or
		result in, stabilization or manipulation of the price of any security of the
		Company.
	 

	 
		(u) The Company and each Subsidiary owns or
		possesses the right to use all patents, trademarks, trademark registrations,
		service marks, service mark registrations, trade names, copyrights, licenses,
		inventions, software, databases, know-how, Internet domain names, trade secrets
		and other unpatented and/or unpatentable proprietary or confidential
		information, systems or procedures, and other intellectual property
		(collectively, “Intellectual
		Property”) necessary to carry
		their respective businesses as currently conducted, and as proposed to be
		conducted and described in the Pricing Prospectus and the Prospectus, and the
		Company is not aware of any claim to the contrary or any challenge by any other
		person to the rights of the Company or any Subsidiary with respect to the
		foregoing except for those that could not have a Material Adverse Effect. The
		Intellectual Property licenses described in the Pricing Prospectus and the
		Prospectus are valid, binding upon, and enforceable by or against the parties
		thereto in accordance to its terms. The Company and each Subsidiary has
		complied in all material respects with, and is not in breach nor has received
		any asserted or threatened claim of breach of, any Intellectual Property
		license, and the Company has no knowledge of any breach or anticipated breach
		by any other person to any Intellectual Property license. To the Company’s
		knowledge, the Company and each Subsidiary’s business as now conducted and
		as proposed to be conducted does not and will not infringe or conflict with any
		patents, trademarks, service marks, trade names, copyrights, trade secrets,
		licenses or other Intellectual Property or franchise right of any person. No
		claim has been made against the Company or any Subsidiary alleging the
		infringement by the Company or any Subsidiary of any patent, trademark, service
		mark, trade name, copyright, trade secret, license in or other intellectual
		property right or franchise right of any person. The Company and each
		Subsidiary has taken all reasonable steps to protect, maintain and safeguard
		its rights in all Intellectual Property, including the execution of appropriate
		nondisclosure and confidentiality agreements. The consummation of the
		transactions contemplated by this Agreement will not result in the loss or
		impairment of or payment of any additional amounts with respect to, nor require
		the consent of any other person in 
	 

	 
		 
	 

	 
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		respect of, the Company or any
		Subsidiary’s right to own, use, or hold for use any of the Intellectual
		Property as owned, used or held for use in the conduct of the businesses as
		currently conducted. With respect to the use of the software in the Company or
		any Subsidiary’s business as it is currently conducted, the Company nor
		any Subsidiary has experienced any material defects in such software including
		any material error or omission in the processing of any transactions other than
		defects which have been corrected. The Company and each Subsidiary has at all
		times complied with all applicable laws relating to privacy, data protection,
		and the collection and use of personal information collected, used, or held for
		use by the Company and any Subsidiary in the conduct of the Company and its
		Subsidiary’s business. No claims have been asserted or threatened against
		the Company or any Subsidiary alleging a violation of any person’s privacy
		or personal information or data rights and the consummation of the transactions
		contemplated hereby will not breach or otherwise cause any violation of any law
		related to privacy, data protection, or the collection and use of personal
		information collected, used, or held for use by the Company or any Subsidiary
		in the conduct of the Company’s or any Subsidiary’s business. The
		Company and each Subsidiary takes reasonable measures to ensure that such
		information is protected against unauthorized access, use, modification, or
		other misuse, except for those that would not have a Material Adverse
		Event.
	 

	 
		(v) The Company and each Subsidiary has good
		and marketable title in fee simple to, or have valid rights to lease or
		otherwise use, all items of real or personal property which are material to the
		business of the Company and any Subsidiary in each case free and clear of all
		liens, encumbrances, security interests, claims and defects that do not,
		singularly 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 Subsidiary; and all of the leases and subleases material
		to the business of the Company and any Subsidiary, and under which the Company
		or any Subsidiary holds properties described in the Pricing Prospectus and the
		Prospectus, are in full force and effect, and neither the Company nor any
		Subsidiary has received 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.
	 

	 
		(w) No labor disturbance by the employees of
		the Company or any Subsidiary exists or, to the best of the Company’s
		knowledge, 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,
		that could reasonably be expected, singularly or in the aggregate, to have a
		Material Adverse Effect. The Company is not aware that any key employee or
		significant group of employees of the Company or any Subsidiary plans to
		terminate employment with the Company or any Subsidiary.
	 

	 
		(x) No “prohibited transaction”
		(as defined in Section 406 of the Employee Retirement Income Security Act
		of 1974, as amended, including the regulations and published interpretations
		thereunder (“ERISA”), or Section 4975 of the Internal Revenue
		
	 

	 
		 
	 

	 
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		Code of 1986, as amended from time to time
		(the “Code”)) or “accumulated funding deficiency”
		(as defined in Section 302 of ERISA) or any of the events set forth in
		Section 4043(b) of ERISA (other than events with respect to which the
		thirty (30)-day notice requirement under Section 4043 of ERISA has been
		waived) has occurred or could reasonably be expected to occur with respect to
		any employee benefit plan of the Company or any Subsidiary which could,
		singularly or in the aggregate, have a Material Adverse Effect. Each employee
		benefit plan of the Company or any Subsidiary is in compliance in all material
		respects with applicable law, including ERISA and the Code. The Company and
		each Subsidiary has not incurred and could not reasonably be expected to incur
		liability under Title IV of ERISA with respect to the termination of, or
		withdrawal from, any pension plan (as defined in ERISA). Each pension plan for
		which the Company and each Subsidiary would have any liability that is intended
		to be qualified under Section 401(a) of the Code is so qualified, and
		nothing has occurred, whether by action or by failure to act, which could,
		singularly or in the aggregate, cause the loss of such qualification.
	 

	 
		(y) The Company and each Subsidiary is in
		compliance with all foreign, federal, state and local rules, laws and
		regulations relating to the use, treatment, storage and disposal of hazardous
		or toxic substances or waste and protection of health and safety or the
		environment which are applicable to its businesses (“Environmental
		Laws”), except where the failure
		to comply would not, singularly or in the aggregate, have a Material Adverse
		Effect. There has been no storage, generation, transportation, handling,
		treatment, disposal, discharge, emission, or other release of any kind of toxic
		or other wastes or other hazardous substances by, due to, or caused by the
		Company or any Subsidiary (or, to the Company’s knowledge, any other
		entity for whose acts or omissions the Company or any Subsidiary is or may
		otherwise be liable) upon any of the property now or previously owned or leased
		by the Company or any Subsidiary, or upon any other property, in violation of
		any law, statute, ordinance, rule, regulation, order, judgment, decree or
		permit or which would, under any law, statute, ordinance, rule (including rule
		of common law), regulation, order, judgment, decree or permit, give rise to any
		liability, except for any violation or liability which would not have,
		singularly or in the aggregate with all such violations and liabilities, a
		Material Adverse Effect; and there has been no disposal, discharge, emission or
		other release of any kind onto such property or into the environment
		surrounding such property of any toxic or other wastes or other hazardous
		substances with respect to which the Company has knowledge, except for any such
		disposal, discharge, emission, or other release of any kind which would not
		have, singularly or in the aggregate with all such discharges and other
		releases, a Material Adverse Effect.
	 

	 
		(z) The Company and each Subsidiary (i) has
		timely filed all necessary federal, state, local and foreign tax returns, and
		all such returns were true, complete and correct, (ii) has paid all federal,
		state, local and foreign taxes, assessments, governmental or other charges due
		and payable for which it is liable, including, without limitation, all sales
		and use taxes and all taxes which the Company or any Subsidiary is obligated to
		withhold from amounts owing to employees, creditors and third parties, and
		(iii) does not have any tax deficiency or claims outstanding or assessed or, to
		the best of its knowledge, proposed against any of them, except those, in each
		of the cases described in clauses (i), 
	 

	 
		 
	 

	 
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		(ii) and (iii) of this paragraph (aa),
		that would not, singularly or in the aggregate, have a Material Adverse Effect.
		The Company and each Subsidiary, has not engaged in any transaction which is a
		corporate tax shelter or which could be characterized as such by the Internal
		Revenue Service or any other taxing authority. The accruals and reserves on the
		books and records of the Company and each Subsidiary in respect of tax
		liabilities for any taxable period not yet finally determined are adequate to
		meet any assessments and related liabilities for any such period, and since
		December 31, 2006 the Company and each Subsidiary has not incurred any
		liability for taxes other than in the ordinary course. 
	 

	 
		(aa) The Company and each Subsidiary
		carries, or is covered by, insurance provided by recognized, financially sound
		and reputable institutions with policies in such amounts and covering such
		risks as is adequate for the conduct of its business and the value of its
		properties and as is customary for companies engaged in similar businesses in
		similar industries. The Company has no reason to believe that it or any
		Subsidiary will not be able (i) to renew its existing insurance coverage as and
		when such policies expire or (ii) 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.
		
	 

	 
		(bb) The Company and each Subsidiary
		maintains a system of internal accounting and other controls sufficient to
		provide reasonable assurances that (i) transactions are executed in accordance
		with management’s general or specific authorizations; (ii) transactions
		are recorded as necessary to permit preparation of financial statements in
		conformity with GAAP and to maintain accountability for assets; (iii) access to
		assets is permitted only in accordance with management’s general or
		specific authorization; and (iv) the recorded accountability for assets is
		compared with existing assets at reasonable intervals and appropriate action is
		taken with respect to any differences. Except as described in the Pricing
		Prospectus, since the end of the Company’s most recent audited fiscal
		year, there has been (A) no material weakness in the Company’s internal
		control over financial reporting (whether or not remediated) and (B) 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.
	 

	 
		(cc) The minute books of the Company and
		each Subsidiary have been made available to the Placement Agents and counsel
		for the Placement Agents, and such books (i) contain a complete summary of all
		meetings and actions of the board of directors (including each board committee)
		and shareholders of the Company and each Subsidiary since the time of its
		respective incorporation or organization through the date of the latest meeting
		and action, and (ii) accurately in all material respects reflect all
		transactions referred to in such minutes.
	 

	 
		(dd) There is no franchise, lease, contract,
		agreement or document required by the Securities Act or by the Rules and
		Regulations to be described in the Pricing Prospectus and in the Prospectus or
		to be filed as an exhibit to the Registration Statements which is not described
		or filed therein as required; and all descriptions of any such franchises,
		leases, contracts, agreements or documents contained in the Registration
		
	 

	 
		 
	 

	 
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		Statements or in a document incorporated by
		reference therein are accurate and complete descriptions of such documents in
		all material respects. Other than as described in the Pricing Prospectus, no
		such franchise, lease, contract or agreement has been suspended or terminated
		for convenience or default by the Company or any Subsidiary or any of the other
		parties thereto, and neither the Company nor any Subsidiary has received notice
		nor does the Company have any other knowledge of any such pending or threatened
		suspension or termination, except for such pending or threatened suspensions or
		terminations that would not reasonably be expected to, singularly or in the
		aggregate, have a Material Adverse Effect.
	 

	 
		(ee) No relationship, direct or indirect,
		exists between or among the Company and any Subsidiary on the one hand, and the
		directors, officers, stockholders, customers or suppliers of the Company or any
		Subsidiary or any of their affiliates on the other hand, which is required to
		be described in the Pricing Prospectus and the Prospectus and which is not so
		described.
	 

	 
		(ff) Except as disclosed in the Pricing
		Prospectus and in the Prospectus, no person or entity has the right to require
		registration of shares of Common Stock or other securities of the Company or
		any Subsidiary because of the filing or effectiveness of the Registration
		Statements or otherwise, except for persons and entities who have expressly
		waived such right in writing or who have been given timely and proper written
		notice and have failed to exercise such right within the time or times required
		under the terms and conditions of such right. Except as described in the
		Pricing Prospectus and the Prospectus, there are no persons with registration
		rights or similar rights to have any securities registered by the Company or
		any Subsidiary under the Securities Act.
	 

	 
		(gg) Neither the Company nor any Subsidiary
		owns any “margin securities” as that term is defined in Regulation U
		of the Board of Governors of the Federal Reserve System (the
		“Federal Reserve
		Board”), and none of the proceeds
		of the sale of the Stock will be used, directly or indirectly, for the purpose
		of purchasing or carrying any margin security, for the purpose of reducing or
		retiring any indebtedness which was originally incurred to purchase or carry
		any margin security or for any other purpose which might cause any of the Stock
		to be considered a “purpose credit” within the meanings of Regulation
		T, U or X of the Federal Reserve Board.
	 

	 
		(hh) Neither the Company nor any Subsidiary
		is a party to any contract, agreement or understanding with any person that
		would give rise to a valid claim against the Company or any Placement Agent for
		a brokerage commission, finder’s fee or like payment in connection with
		the offering and sale of the Stock or any transaction contemplated by this
		Agreement, the Registration Statements, the Pricing Prospectus or the
		Prospectus.
	 

	 
		(ii) No forward-looking statement (within
		the meaning of Section 27A of the Securities Act and Section 21E of
		the Exchange Act) contained in either the Pricing Prospectus or the Prospectus
		has been made or reaffirmed without a reasonable basis or has been disclosed
		other than in good faith.
	 

	 
		 
	 

	 
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		(jj) Neither the Company nor any Subsidiary
		does business with the government of Cuba or with any person or affiliate
		located in Cuba within the meaning of Florida Statutes
		Section 517.075.
	 

	 
		(kk) The Company is subject to and in
		compliance in all material respects with the reporting requirements of
		Section 13 or Section 15(d) of the Exchange Act. The Common Stock is
		registered pursuant to Section 12(b) of the Exchange Act and is listed on
		the Nasdaq CM, and the Company has taken no action designed to, or reasonably
		likely to have the effect of, terminating the registration of the Common Stock
		under the Exchange Act or delisting the Common Stock from the Nasdaq CM, nor
		has the Company received any notification that the Commission or the National
		Association of Securities Dealers, Inc. (“NASD”) is
		contemplating terminating such registration or listing. No consent, approval,
		authorization or order of, or filing, notification or registration with, the
		Nasdaq CM is required for the listing and trading of the Stock on the Nasdaq
		CM.
	 

	 
		(ll) The Company is in compliance with all
		applicable provisions of the Sarbanes-Oxley Act of 2002 and all rules and
		regulations promulgated thereunder or implementing the provisions thereof (the
		“Sarbanes-Oxley Act”) that are then in effect and is actively taking
		steps to ensure that it will be in compliance with other applicable provisions
		of the Sarbanes-Oxley Act not currently in effect upon it and at all times
		after the effectiveness of such provisions. 
	 

	 
		(mm) The Company is in compliance with all
		applicable corporate governance requirements set forth in the Nasdaq
		Marketplace Rules that are then in effect and is actively taking steps to
		ensure that it will be in compliance with other applicable corporate governance
		requirements set forth in the Nasdaq Marketplace Rules not currently in effect
		upon and all times after the effectiveness of such requirements.
	 

	 
		(nn) There are no transactions, arrangements
		or other relationships between and/or among the Company or any Subsidiary, any
		of their affiliates (as such term is defined in Rule 405 of the Securities Act)
		and any unconsolidated entity, including, but not limited to, any structure
		finance, special purpose or limited purpose entity that could reasonably be
		expected to materially affect the Company or any Subsidiary’s liquidity or
		the availability of or requirements for its capital resources required to be
		described in the Pricing Prospectus and the Prospectus which have not been
		described as required.
	 

	 
		(oo) There are no outstanding loans,
		advances (except normal advances for business expenses in the ordinary course
		of business) or guarantees or indebtedness by the Company or any Subsidiary to
		or for the benefit of any of the officers or directors of the Company, any
		Subsidiary or any of their respective family members, except as disclosed in
		the Registration Statements, the Pricing Prospectus and the Prospectus. All
		transactions by the Company with office holders or control persons of the
		Company have been duly approved by the board of directors of the Company, or
		duly appointed committees or officers thereof.
	 

	 
		 
	 

	 
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		(pp) The statistical and market related data
		included in the Registration Statements, the Pricing Prospectus and the
		Prospectus are based on or derived from sources that the Company believes to be
		reliable and accurate, and such data agree with the sources from which they are
		derived.
	 

	 
		(qq) Neither the Company nor any Subsidiary
		nor any of their affiliates (within the meaning of NASD Conduct Rule
		2720(b)(1)(a)) directly or indirectly controls, is controlled by, or is under
		common control with, or is an associated person (within the meaning of Article
		I, Section 1(ee) of the By-laws of the NASD) of, any member firm of the
		NASD.
	 

	 
		(rr) No approval of the shareholders of the
		Company under the rules and regulations of Nasdaq (including Rule 4350 of the
		Nasdaq Marketplace Rules) is required for the Company to issue and deliver the
		Stock to the Purchasers.
	 

	 
		Any certificate signed by or on behalf of
		the Company and delivered to any Placement Agent or to counsel for the
		Placement Agents shall be deemed to be a representation and warranty by the
		Company to the Placement Agents and the Purchasers as to the matters covered
		thereby.
	 

	 
		4. THE CLOSING. The time and date of
		closing and delivery of the documents required to be delivered to the Placement
		Agents pursuant to Sections
		5 and 7 hereof shall
		be at 11:00 A.M., New York time, on June 11, 2007 (the “Closing Date”) at the office of Haynes and Boone, LLP, 153 East
		53rd Street, Suite 4900, New York, New York 10022.
	 

	 
		5. FURTHER AGREEMENTS OF THE COMPANY.
		The Company agrees with the Placement Agents and the Purchasers: 
	 

	 
		(a) To prepare the Rule 462(b) Registration
		Statement, if necessary, in a form approved by the Representative and file such
		Rule 462(b) Registration Statement with the Commission on the date hereof; to
		prepare the Prospectus in a form approved by the Representative containing
		information previously omitted at the time of effectiveness of the Registration
		Statement in reliance on rule 430A and to file such Prospectus pursuant to Rule
		424(b) under the Securities Act not later than the second business
		(2nd) day following the execution and delivery of this Agreement or,
		if applicable, such earlier time as may be required by Rule 430A of the Rules
		and Regulations; to notify the Representative immediately of the Company’s
		intention to file or prepare any supplement or amendment to any Registration
		Statement or to the Prospectus and to make no amendment or supplement to such
		Registration Statement, the Pricing Prospectus or to the Prospectus to which
		the Representative shall reasonably object by notice to the Company after a
		reasonable period to review; to advise the Representative, promptly after it
		receives notice thereof, of the time when any amendment to any Registration
		Statement has been filed or becomes effective or any supplement to the Pricing
		Prospectus or the Prospectus or any amended Prospectus has been filed and to
		furnish the Representative copies thereof; to advise the Representative,
		promptly after it receives notice thereof, of the issuance by the Commission of
		any stop order or of any order preventing or suspending the use of any
		Preliminary Prospectus or the Prospectus, of the suspension of the
		qualification of the Stock for offering or sale in any jurisdiction, of the
		
	 

	 
		 
	 

	 
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		initiation or threatening of any proceeding
		for any such purpose, or of any request by the Commission for the amending or
		supplementing of the Registration Statements, the Pricing Prospectus or the
		Prospectus or for additional information; and, in the event of the issuance of
		any stop order or of any order preventing or suspending the use of any
		Preliminary Prospectus or the Prospectus or suspending any such qualification,
		and promptly to use its best efforts to obtain the withdrawal of such
		order.
	 

	 
		(b) If at any time when a Prospectus
		relating to the Stock is required to be delivered under the Securities Act, any
		event occurs or condition exists as a result of which the Prospectus, as then
		amended or supplemented, would include any untrue statement of a material fact
		or omit to state a material fact necessary in order to make the statements
		therein, in light of the circumstances under which they were made, not
		misleading, or the Registration Statement, as then amended or supplemented,
		would include any untrue statement of a material fact or omit to state a
		material fact necessary to make the statements therein not misleading, or if
		for any other reason it is necessary at any time to amend or supplement any
		Registration Statement or the Prospectus to comply with the Securities Act or
		the Exchange Act, the Company will promptly notify the Representative, and upon
		the Representative’s request, the Company will promptly prepare and file
		with the Commission, at the Company’s expense, an amendment to the
		Registration Statement or an amendment or supplement to the Prospectus that
		corrects such statement or omission or effects such compliance and will deliver
		to the Placement Agents, without charge, such number of copies thereof as such
		Placement Agent may reasonably request. The Company consents to the use of the
		Prospectus or any amendment or supplement thereto by the Placement
		Agents.
	 

	 
		(c) If the Pricing Prospectus is being used
		to solicit offers to buy the Stock at a time when the Prospectus is not yet
		available to prospective purchasers and any event shall occur as a result of
		which, in the judgment of the Company or in the reasonable opinion of the
		Representative, it becomes necessary to amend or supplement the Pricing
		Prospectus in order to make the statements therein, in the light of the
		circumstances then prevailing, not misleading, or to make the statements
		therein not conflict with the information contained in the Registration
		Statement then on file and not superseded or modified, or if it is necessary at
		any time to amend or supplement the Pricing Prospectus to comply with any law,
		the Company promptly will prepare, file with the Commission (if required) and
		furnish to the Placement Agents and any dealers an appropriate amendment or
		supplement to the Pricing Prospectus so that the Pricing Prospectus as so
		amended or supplemented will not, in the light of the circumstances then
		prevailing, be misleading or conflict with the Registration Statement then on
		file, or so that the Pricing Prospectus will comply with law.
	 

	 
		(d) To furnish promptly to the
		Representative and to counsel for the Placement Agents a signed copy of each of
		the Registration Statements as originally filed with the Commission, and of
		each amendment thereto filed with the Commission, including all consents and
		exhibits filed therewith.
	 

	 
		(e) To deliver promptly to the
		Representative in New York City such number of the following documents as the
		Representative shall reasonably request: (i) conformed
	 

	 
		 
	 

	 
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		 copies of the Registration Statement as
		originally filed with the Commission (in each case excluding exhibits), (ii)
		each Preliminary Prospectus, (iii) any Pricing Prospectus, (iv) the Prospectus
		(the delivery of the documents referred to in clauses (i), (ii), (iii) and (iv)
		of this paragraph (e) to be made not later than 10:00 A.M., New York time, on
		the business day following the execution and delivery of this Agreement), (v)
		conformed copies of any amendment to the Registration Statement (excluding
		exhibits), and (vi) any amendment or supplement to the Pricing Prospectus or
		the Prospectus (the delivery of the documents referred to in clauses (v) and
		(vi) of this paragraph
		(e) to be made not later than 10:00
		A.M., New York City time, on the business day following the date of such
		amendment or supplement) (the delivery of the documents referred to in clause
		(vi) of this paragraph
		(e) to be made not later than 10:00
		A.M., New York City time, on the business day following the date of such
		document).
	 

	 
		(f) To make generally available to its
		shareholders as soon as practicable, but in any event not later than eighteen
		(18) months after the effective date of each Registration Statement (as defined
		in Rule 158(c) under the Securities Act), an earnings statement of the Company
		and any Subsidiary (which need not be audited) complying with
		Section 11(a) of the Securities Act and the Rules and Regulations
		(including, at the option of the Company, Rule 158); and to furnish to its
		shareholders as soon as practicable after the end of each fiscal year an annual
		report (including a balance sheet and statements of income, shareholders’
		equity and cash flows of the Company and its consolidated subsidiaries
		certified by independent public accountants) and as soon as possible after each
		of the first three fiscal quarters of each fiscal year (beginning with the
		first fiscal quarter after the effective date of such Registration Statement),
		consolidated summary financial information of the Company and its subsidiaries
		for such quarter in reasonable detail.
	 

	 
		(g) To take promptly from time to time such
		actions as the Representative may reasonably request to qualify the Stock for
		offering and sale under the securities or Blue Sky laws of such jurisdictions
		(domestic or foreign) as the Representative may designate and to continue such
		qualifications in effect, and to comply with such laws, for so long as required
		to permit the offer and sale of Stock in such jurisdictions; provided that the
		Company shall not be obligated to qualify as foreign corporations in any
		jurisdiction in which they are not so qualified or to file a general consent to
		service of process in any jurisdiction. 
	 

	 
		(h) Upon request, during the period of five
		(5) years from the date hereof, to deliver to the Placement Agents, (i) as soon
		as they are available, copies of all reports or other communications furnished
		to shareholders, and (ii) as soon as they are available, copies of any reports
		and financial statements furnished or filed with the Commission or any national
		securities exchange or automatic quotation system on which the Company’s
		securities is listed or quoted. 
	 

	 
		(i) That the Company will not, for a period
		of one hundred eighty (180) days from the date of the Prospectus, (the
		“Lock-Up Period”) without the prior written consent of the
		Representative, directly or indirectly offer, sell, assign, transfer, pledge,
		contract to sell, or otherwise dispose of, any shares of Common Stock or any
		securities 
	 

	 
		 
	 

	 
		17
	 

	 
		 
	 



	 
	 

	 

	 
		convertible into or exercisable or
		exchangeable for Common Stock, other than the Company’s sale of the Stock
		hereunder and the issuance of restricted Common Stock or options to acquire
		Common Stock pursuant to the Company’s employee benefit plans, qualified
		stock option plans or other employee compensation plans as such plans are in
		existence on the date hereof and described in the Prospectus and the issuance
		of Common Stock pursuant to the valid exercises of options, warrants or rights
		outstanding on the date hereof. The Company will cause each executive officer
		and director listed in Schedule
		A hereto to furnish to the
		Representative, prior to the Closing Date, a letter, substantially in the form
		of Exhibit C hereto. Except for any amendment to the registration
		statement, File No. 333-141405, filed with the Commission, or as required under
		the terms of the Placement Agents Warrants, the Company also agrees that
		without the consent of the Representative, from the date of this Agreement for
		a period of one hundred eighty (180) days, during such period, the Company will
		not file any registration statement, preliminary prospectus or prospectus, or
		any amendment or supplement thereto, under the Securities Act for any such
		transaction or which registers, or offers for sale, Common Stock or any
		securities convertible into or exercisable or exchangeable for Common Stock,
		except for a registration statement on Form S-8 relating to employee benefit
		plans or a registration statement on Form S-4 relating to business
		combinations. The Company hereby agrees that (i) if it issues an earnings
		release or material news, or if a material event relating to the Company
		occurs, during the last seventeen (17) days of the Lock-Up Period, or (ii) if
		prior to the expiration of the Lock-Up Period, the Company announces that it
		will release earnings results during the sixteen (16)-day period beginning on
		the last day of the Lock-Up Period, the restrictions imposed by this
		paragraph (i) or the letter shall continue to apply until the
		expiration of the eighteen (18)-day period beginning on the issuance of the
		earnings release or the occurrence of the material news or material
		event.
	 

	 
		(j) To supply the Representative with copies
		of all correspondence to and from, and all documents issued to and by, the
		Commission in connection with the registration of the Stock under the
		Securities Act or the Registration Statements, any Preliminary Prospectus or
		the Prospectus, or any amendment or supplement thereto or document incorporated
		by reference therein.
	 

	 
		(k) Prior to the Closing Date, to furnish to
		the Placement Agents, as soon as they have been prepared, copies of any
		unaudited interim consolidated financial statements of the Company for any
		periods subsequent to the periods covered by the financial statements appearing
		in the Registration Statements and the Prospectus.
	 

	 
		(l) Prior to the Closing Date, not to issue
		any press release or other communication directly or indirectly or hold any
		press conference with respect to the Company, its condition, financial or
		otherwise, or earnings, business affairs or business prospects (except for
		routine oral marketing communications in the ordinary course of business and
		consistent with the past practices of the Company and of which the
		Representative is notified), without the prior written consent of the
		Representative, unless in the judgment of the Company and its counsel, and
		after notification to the Representative, such press release or communication
		is required by law.
	 

	 
		 
	 

	 
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		(m) Until the completion of the Offering,
		the Company will not, and will cause its affiliated purchasers (as defined in
		Regulation M under the Exchange Act) not to, either alone or with one or more
		other persons, bid for or purchase, for any account in which it or any of its
		affiliated purchasers has a beneficial interest, any Stock, or attempt to
		induce any person to purchase any Stock; and not to, and to cause its
		affiliated purchasers not to, make bids or purchase for the purpose of creating
		actual, or apparent, active trading in or of raising the price of the
		Stock.
	 

	 
		(n) Not to take any action prior to the
		Closing Date which would require the Prospectus to be amended or supplemented
		pursuant to Section 5(a).
	 

	 
		(o) To at all times comply with all
		applicable provisions of the Sarbanes-Oxley Act in effect from time to
		time.
	 

	 
		(p) To apply the net proceeds from the sale
		of the Stock as set forth in the Registration Statement, the Pricing Prospectus
		and the Prospectus under the heading “Use of Proceeds.”
	 

	 
		(q) To use its best efforts to list, subject
		to notice of issuance, the Stock on the Nasdaq CM.
	 

	 
		(r) To use its best efforts to assist the
		Placement Agents with any filings with the NASD and obtaining clearance from
		the NASD as to the amount of compensation allowable or payable to the Placement
		Agents.
	 

	 
		(s) To use its best efforts to do and
		perform all things required to be done or performed under this Agreement by the
		Company prior to the Closing Date and to satisfy all conditions precedent to
		the delivery of the Stock.
	 

	 
		6. PAYMENT OF EXPENSES. The Company
		agrees to pay, or reimburse if paid by the Placement Agents, whether or not the
		transactions contemplated hereby are consummated or this Agreement is
		terminated: (a) the costs incident to the authorization, issuance, sale,
		preparation and delivery of the Stock to the Purchasers and any taxes payable
		in that connection; (b) the costs incident to the registration of the Stock
		under the Securities Act; (c) the costs incident to the preparation, printing
		and distribution of the Registration Statements, any Preliminary Prospectus,
		the Pricing Prospectus, the Prospectus, any amendments and exhibits thereto and
		the costs of printing, reproducing and distributing any transaction document by
		mail, telex or other means of communications; (d) the fees and expenses
		incurred in connection with securing any required review by the NASD of the
		terms of the sale of the Stock and any filings made with the NASD; (e) any
		applicable listing, quotation or other fees; (f) the fees and expenses of
		qualifying the Stock under the securities laws of the several jurisdictions as
		provided in Section 5(g) and of preparing, printing and distributing wrappers,
		Blue Sky Memoranda and Legal Investment Surveys; (g) the cost of preparing and
		printing stock certificates; (h) all fees and expenses of the registrar and
		transfer agent of the Stock; (i) the reasonable fees, actual disbursements and
		expenses of counsel to the Placement Agents and (j) all other costs and
		expenses incident to the offering of the Stock or the performance of the
		obligations of the Company under this Agreement (including, without limitation,
		the fees and expenses of the 
	 

	 
		 
	 

	 
		19
	 

	 
		 
	 



	 
	 

	 

	 
		Company’s counsel and the
		Company’s independent accountants and the travel and other expenses
		incurred by Company personnel in connection with any “road show”
		including, without limitation, any expenses advanced by the Placement Agents on
		the Company’s behalf (which will be promptly reimbursed)), provided that,
		the Company shall not be obligated to pay for fees and expenses incurred by the
		Placement Agents in excess of $10,000 (including the Placement Agents’
		counsel’s fees set forth in clause (i) above). 
	 

	 
		7. CONDITIONS TO THE OBLIGATIONS OF THE
		PLACEMENT AGENTS AND THE PURCHASERS, AND THE SALE OF THE STOCK. The respective obligations of the Placement Agents
		hereunder and the Purchasers under the Subscription Agreements, and the Closing
		of the sale of the Stock, are subject to the accuracy, when made and on the
		Applicable Time and on the Closing Date, of the representations and warranties
		of the Company contained herein, to the accuracy of the statements of the
		Company made in any certificates pursuant to the provisions hereof, to the
		performance by the Company of its obligations hereunder, and to each of the
		following additional terms and conditions:
	 

	 
		(a) No stop order suspending the
		effectiveness of any Registration Statement or any part thereof, preventing or
		suspending the use of any prospectus, any Preliminary Prospectus or the
		Prospectus or any part thereof shall have been issued and no proceedings for
		that purpose or pursuant to Section 8A under the Securities Act shall have
		been initiated or threatened by the Commission, and all requests for additional
		information on the part of the Commission (to be included or incorporated by
		reference in the Registration Statements or the Prospectus or otherwise) shall
		have been complied with to the reasonable satisfaction of the Representative;
		the Rule 462(b) Registration Statement, if any, and the Prospectus shall have
		been filed with the Commission within the applicable time period prescribed for
		such filing by, and in compliance with, the Rules and Regulations and in
		accordance with Section 5(a), and the Rule 462(b) Registration Statement, if any,
		shall have become effective immediately upon its filing with the Commission;
		and the NASD shall have raised no objection to the fairness and reasonableness
		of the terms of this Agreement or the transactions contemplated hereby.
	 

	 
		(b) The Placement Agents shall not have
		discovered and disclosed to the Company on or prior to the Closing Date that
		any Registration Statement or any amendment or supplement thereto contains an
		untrue statement of a fact which, in the opinion of counsel for the Placement
		Agents, is material or omits to state any fact which, in the opinion of such
		counsel, is material and is required to be stated therein or is necessary to
		make the statements therein not misleading, or that the Pricing Prospectus or
		the Prospectus or any amendment or supplement thereto contains an untrue
		statement of fact which, in the opinion of such counsel, is material or omits
		to state any fact which, in the opinion of such counsel, is material and is
		necessary in order to make the statements, in the light of the circumstances in
		which they were made, not misleading.
	 

	 
		(c) All corporate proceedings and other
		legal matters incident to the authorization, form and validity of each of this
		Agreement, the Subscription Agreements, the Escrow Agreement, the Stock, the
		Registration Statements, the Pricing Prospectus and the Prospectus and all
		other legal matters relating to this Agreement and the transactions
		contemplated hereby shall be reasonably satisfactory in all material respects
		
	 

	 
		 
	 

	 
		20
	 

	 
		 
	 



	 
	 

	 

	 
		to counsel for the Placement Agents, and the
		Company shall have furnished to such counsel all documents and information that
		they may reasonably request to enable them to pass upon such matters.
	 

	 
		(d) Haynes and Boone, LLP shall have
		furnished to the Placement Agents such counsel’s written opinion, as
		counsel to the Company, addressed to the Placement Agents and dated the Closing
		Date, in the form attached hereto as Exhibit D.
	 

	 
		Such counsel shall also have furnished to
		the Representative a written statement, addressed to the Placement Agents and
		dated the Closing Date, in form and substance satisfactory to the
		Representative, to the effect that (x) such counsel has acted as counsel to the
		Company in connection with the preparation of the Registration Statements, the
		Pricing Prospectus and the Prospectus, and each amendment or supplement thereto
		made by the Company prior to the Closing Date, (y) based on such counsel’s
		examination of the Registration Statements, the Pricing Prospectus and the
		Prospectus, and each amendment or supplement thereto made by the Company prior
		to the Closing Date, and such counsel’s investigations made in connection
		with the preparation of the Registration Statements, the Pricing Prospectus and
		the Prospectus, and each amendment or supplement thereto made by the Company
		prior to the Closing Date, and “conferences with certain officers and
		employees of and with auditors for and counsel to the Company,” such
		counsel has no reason to believe that the Registration Statements or any
		amendment thereto, as of their respective effective dates and at the Applicable
		Time as of the date of this Agreement, contained any untrue statement of a
		material fact or omitted to state any material fact required to be stated
		therein or necessary in order to make the statements therein not misleading, or
		that the Prospectus or any amendment or supplement thereto, at the respective
		date thereof or at the Closing Date, contained or contains any untrue statement
		of a material fact or omits to state any material fact necessary in order to
		make the statements therein, in the light of the circumstances under which they
		were made, not misleading, the documents included in the Pricing Prospectus,
		all considered together, as of the Applicable Time, contained or contains any
		untrue statement of a material fact or omits 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, when they became
		effective or were filed with the Commission, as the case may be, contained, in
		the case of a registration statement which became effective under the
		Securities Act, any untrue statement of a material fact or omitted to state any
		material fact required to be stated therein or necessary in order to make the
		statements therein not misleading, or, in the case of other documents which
		were filed under the Exchange Act with the Commission, any untrue statement of
		a material fact or omitted to state any material fact necessary in order to
		make the statements therein, in light of the circumstances under which they
		were made, not misleading; it being understood that such counsel need express
		no opinion as to the financial statements or other financial data contained in
		the Registration Statements, the Pricing Prospectus, or the Prospectus, or an
		incorporated document. The foregoing statement may be qualified by a statement
		to the effect that such counsel has not independently verified the accuracy,
		completeness or fairness of the statements contained in the Registration
		Statements, the Pricing Prospectus or the Prospectus and takes no
		responsibility therefor except to the extent set forth in the opinion described
		above.
	 

	 
		 
	 

	 
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		(e) The Representative shall have received
		from Thelen Reid Brown Raysman & Steiner LLP, counsel for the Placement
		Agents, such opinion or opinions, dated the Closing Date, with respect to such
		matters as the Representative may reasonably require, and the Company shall
		have furnished to such counsel such documents as they request for enabling them
		to pass upon such matters.
	 

	 
		(f) At the time of the execution of this
		Agreement, the Placement Agents shall have received from Marcum & Kliegman
		LLP a letter, addressed to the Placement Agents, executed and dated such date,
		in form and substance satisfactory to the Representative (i) confirming that
		they are an independent registered accounting firm with respect to the Company
		and any Subsidiary within the meaning of the Securities Act and the Rules and
		Regulations and PCAOB and (ii) stating the conclusions and findings of such
		firm, of the type ordinarily included in accountants’ “comfort
		letters” to underwriters, with respect to the financial statements and
		certain financial information contained or incorporated by reference in the
		Registration Statements, the Pricing Prospectus and the Prospectus.
	 

	 
		(g) On the effective date of any
		post-effective amendment to any Registration Statement and on the Closing Date,
		the Representative shall have received a letter (the “Bring-Down Letter”) from Marcum & Kliegman, LLP addressed to the
		Placement Agents and dated the Closing Date confirming, as of the date of the
		Bring-Down Letter (or, with respect to matters involving changes or
		developments since the respective dates as of which specified financial
		information is given in the Pricing Prospectus and the Prospectus, as the case
		may be, as of a date not more than three (3) business days prior to the date of
		the Bring-Down Letter), the conclusions and findings of such firm, of the type
		ordinarily included in accountants’ “comfort letters” to
		underwriters, with respect to the financial information and other matters
		covered by its letter delivered to the Placement Agents concurrently with the
		execution of this Agreement pursuant to paragraph (f) of this Section 7.
	 

	 
		(h) The Company shall have furnished to the
		Representative a certificate, dated the Closing Date, of its Chairman of the
		Board, its President or a Vice President and its chief financial officer
		stating that (i) such officers have carefully examined the Registration
		Statements, the Pricing Prospectus and the Prospectus and, in their opinion,
		the Registration Statements and each amendment thereto, as of their respective
		effective dates and at the Applicable Time and as of the date of this Agreement
		and as of the Closing Date did not include any untrue statement of a material
		fact and did not omit to state a material fact required to be stated therein or
		necessary to make the statements therein not misleading, and the Pricing
		Prospectus, as of the Applicable Time and as of the Closing Date, the
		Prospectus and each amendment or supplement thereto, as of the respective date
		thereof and as of the Closing Date, did not include any untrue statement of a
		material fact and did not omit to state a material fact necessary in order to
		make the statements therein, in the light of the circumstances in which they
		were made, not misleading, (ii) since the effective date of the Initial
		Registration Statement, no event has occurred which should have been set forth
		in a supplement or amendment to the Registration Statements, the Pricing
		Prospectus or the Prospectus, (iii) to the best of their knowledge after
		reasonable investigation, as of the Closing Date, the representations and
		
	 

	 
		 
	 

	 
		22
	 

	 
		 
	 



	 
	 

	 

	 
		warranties of the Company in this Agreement
		are true and correct and the Company has complied with all agreements and
		satisfied all conditions on its part to be performed or satisfied hereunder at
		or prior to the Closing Date, and (iv) there has not been, subsequent to the
		date of the most recent audited financial statements included or incorporated
		by reference in the Pricing Prospectus, any material adverse change in the
		financial position or results of operations of the Company or any Subsidiary,
		or any change or development that, singularly or in the aggregate, would
		involve a material adverse change or a prospective material adverse change, in
		or affecting the condition (financial or otherwise), results of operations,
		business, assets or prospects of the Company or any Subsidiary, except as set
		forth in the Prospectus.
	 

	 
		(i) Since the date of the latest audited
		financial statements included in the Pricing Prospectus, (i) neither the
		Company nor any Subsidiary shall have sustained any loss or interference with
		its 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, otherwise than as set forth in the Pricing Prospectus,
		and (ii) there shall not have been any change in the capital stock or long-term
		debt of the Company nor any Subsidiary, or any change, or any development
		involving a prospective change, in or affecting the business, general affairs,
		management, financial position, stockholders’ equity or results of
		operations of the Company and any Subsidiary, otherwise than as set forth in
		the Pricing Prospectus, the effect of which, in any such case described in
		clause (i) or (ii) of this paragraph
		(i), is, in the judgment of the
		Representative, so material and adverse as to make it impracticable or
		inadvisable to proceed with the sale or delivery of the Stock on the terms and
		in the manner contemplated in the Pricing Prospectus.
	 

	 
		(j) No action shall have been taken and no
		law, statute, rule, regulation or order shall have been enacted, adopted or
		issued by any governmental agency or body which would prevent the issuance or
		sale of the Stock or materially and adversely affect or potentially materially
		and adversely affect the business or operations of the Company or any
		Subsidiary; and no injunction, restraining order or order of any other nature
		by any federal or state court of competent jurisdiction shall have been issued
		which would prevent the issuance or sale of the Stock or materially and
		adversely affect or potentially materially and adversely affect the business or
		operations of the Company or any Subsidiary. 
	 

	 
		(k) Subsequent to the execution and delivery
		of this Agreement there shall not have occurred any of the following: (i)
		trading in securities generally on the New York Stock Exchange, NASDAQ Global
		Market, Nasdaq CM or the American Stock Exchange or in the over-the-counter
		market, or trading in any securities of the Company on any exchange or in the
		over-the-counter market, shall have been suspended or materially limited, or
		minimum or maximum prices or maximum range for prices shall have been
		established on any such exchange or such market by the Commission, by such
		exchange or market or by any other regulatory body or governmental authority
		having jurisdiction, (ii) a banking moratorium shall have been declared by
		Federal or state authorities or a material disruption has occurred in
		commercial banking or securities settlement or clearance services in the United
		States, (iii) the United States shall have become engaged in hostilities, or
		the subject of an act of terrorism, or there shall have 
	 

	 
		 
	 

	 
		23
	 

	 
		 
	 



	 
	 

	 

	 
		been an outbreak of or escalation in
		hostilities involving the United States, or there shall have been a declaration
		of a national emergency or war by the United States or (iv) there shall have
		occurred such a material adverse change in general economic, political or
		financial conditions (or the effect of international conditions on the
		financial markets in the United States shall be such) as to make it, in the
		judgment of the Representative, impracticable or inadvisable to proceed with
		the sale or delivery of the Stock on the terms and in the manner contemplated
		in the Pricing Prospectus and the Prospectus.
	 

	 
		(l) The Nasdaq CM shall have approved the
		Stock for inclusion therein.
	 

	 
		(m) The Representative shall have received
		the written agreements, substantially in the form of Exhibit C
		hereto, of the executive officers and directors of the Company listed in
		Schedule A to this Agreement.
	 

	 
		(n) The Company shall have entered into
		Subscription Agreements with each of the Purchasers and such agreements shall
		be in full force and effect.
	 

	 
		(o) The Company shall have entered into the
		Escrow Agreement and such agreement shall be in full force and effect.
	 

	 
		(p) The Company shall have issued the
		Placement Agents Warrants to the Placement Agents.
	 

	 
		(q) The Placement Agents shall have received
		clearance from the NASD as to the amount of compensation allowable or payable
		to the Placement Agents as described in the Prospectus.
	 

	 
		(r) Prior to the Closing Date, the Company
		shall have furnished to the Placement Agents such further information,
		opinions, certificates (including a Secretary’s Certificate), letters or
		documents as the Placement Agent shall have reasonably requested.
	 

	 
		All opinions, letters, evidence and
		certificates mentioned above or elsewhere in this Agreement shall be deemed to
		be in compliance with the provisions hereof only if they are in form and
		substance reasonably satisfactory to counsel for the Placement Agents.
	 

	 
		8. INDEMNIFICATION AND
		CONTRIBUTION. 
	 

	 
		(a) The Company shall indemnify and hold
		harmless each Placement Agent, its affiliates and each of its and their
		respective directors, officers, members, employees, representatives and agents
		(including, without limitation Lazard Frères & Co. LLC, (which will
		provide services to the Representative) and its affiliates, and each of its and
		their respective directors, officers, members, employees, representatives and
		agents and each person, if any, who controls Lazard Frères & Co. LLC
		within the meaning of Section 15 of the Securities Act or Section 20
		of the Exchange Act) and each person, if any, who controls any Placement Agent
		within the meaning of Section 15 of the Securities Act of or
		Section 20 of the Exchange Act (collectively the “Placement Agent Indemnified Parties,” and each a “Placement Agent Indemnified Party”) against any
	 

	 
		 
	 

	 
		24
	 

	 
		 
	 



	 
	 

	 

	 
		 loss, claim, damage, expense or liability
		whatsoever (or any action, investigation or proceeding in respect thereof),
		joint or several, to which such Placement Agent Indemnified Party may become
		subject, under the Securities Act or otherwise, insofar as such loss, claim,
		damage, expense, liability, action, investigation or proceeding arises out of
		or is based upon (A) any untrue statement or alleged untrue statement of a
		material fact contained in any Preliminary Prospectus, any Registration
		Statement or the Prospectus, or in any amendment or supplement thereto, (B) the
		omission or alleged omission to state in any Preliminary Prospectus, any
		Registration Statement or the Prospectus, or in any amendment or supplement
		thereto or document incorporated by reference therein, a material fact required
		to be stated therein or necessary to make the statements therein not misleading
		or (C) any breach of the representations and warranties of the Company
		contained herein or failure of the Company to perform its obligations hereunder
		or pursuant to any law, any act or failure to act, or any alleged act or
		failure to act, by the Placement Agents in connection with, or relating in any
		manner to, the Stock, the Escrow Agreement or the Offering, and which is
		included as part of or referred to in any loss, claim, damage, expense,
		liability, action, investigation or proceeding arising out of or based upon
		matters covered by subclause (A), (B) or (C) above of this Section 8(a) (provided that
		the Company shall not be liable in the case of any matter covered by this
		subclause (C) to the extent that it is determined in a final judgment by a
		court of competent jurisdiction that such loss, claim, damage, expense or
		liability resulted directly from any such act or failure to act undertaken or
		omitted to be taken by such Placement Agent through its gross negligence or
		willful misconduct), and shall reimburse the Placement Agent Indemnified Party
		promptly upon demand for any legal fees or other expenses reasonably incurred
		by that Placement Agent Indemnified Party in connection with investigating, or
		preparing to defend, or defending against, or appearing as a third party
		witness in respect of, or otherwise incurred in connection with, any such loss,
		claim, damage, expense, liability, action, investigation or proceeding, as such
		fees and expenses are incurred; provided,
		however, that the Company shall not be liable in any such case
		to the extent that any such loss, claim, damage, expense or liability arises
		out of or is based upon an untrue statement or alleged untrue statement in, or
		omission or alleged omission from any Preliminary Prospectus, any Registration
		Statement or the Prospectus, or any such amendment or supplement thereto, made
		in reliance upon and in conformity with written information furnished to the
		Company through the Representative by or on behalf of any Placement Agent
		specifically for use therein, which information the parties hereto agree is
		limited to the Placement Agents’ Information (as defined in
		Section 18). This indemnity agreement is not exclusive and will be
		in addition to any liability, which the Company might otherwise have and shall
		not limit any rights or remedies which may otherwise be available at law or in
		equity to each Placement Agent Indemnified Party.
	 

	 
		(b) Each Placement Agent, severally and not
		jointly, shall indemnify and hold harmless the Company and its directors, its
		officers who signed the Registration Statement and each person, if any, who
		controls the Company within the meaning of Section 15 of the Securities
		Act or Section 20 of the Exchange Act (collectively the
		“Company Indemnified
		Parties” and each a
		“Company Indemnified
		Party”) against any loss, claim,
		damage, expense or liability whatsoever (or any action, investigation or
		proceeding in respect thereof), joint or several, to which such Company
		Indemnified 
	 

	 
		 
	 

	 
		25
	 

	 
		 
	 



	 
	 

	 

	 
		Party may become subject, under the
		Securities Act or otherwise, insofar as such loss, claim, damage, expense,
		liability, action, investigation or proceeding arises out of or is based upon
		(i) any untrue statement or alleged untrue statement of a material fact
		contained in any Preliminary Prospectus, any Registration Statement or the
		Prospectus, or in any amendment or supplement thereto, or (ii) the omission or
		alleged omission to state in any Preliminary Prospectus, any Registration
		Statement or the Prospectus, or in any amendment or supplement thereto, a
		material fact required to be stated therein or necessary to make the statements
		therein not misleading, but in each case only to the extent that the untrue
		statement or alleged untrue statement or omission or alleged omission was made
		in reliance upon and in conformity with written information furnished to the
		Company through the Representative by or on behalf of any Placement Agent
		specifically for use therein, which information the parties hereto agree is
		limited to the Placement Agents’ Information as defined in Section 18,
		and shall reimburse the Company for any legal or other expenses reasonably
		incurred by such party in connection with investigating or preparing to defend
		or defending against or appearing as third party witness in connection with any
		such loss, claim, damage, liability, action, investigation or proceeding, as
		such fees and expenses are incurred. Notwithstanding the provisions of this
		Section 8(b), in no event shall any indemnity by a Placement Agent
		under this Section 8(b) exceed the total compensation received by such
		Placement Agent in accordance with Section 2.5.
	 

	 
		(c) Promptly after receipt by an indemnified
		party under this Section 8
		of notice of the commencement of any action, the indemnified party shall, if a
		claim in respect thereof is to be made against an indemnifying party under this
		Section 8, notify such indemnifying party in writing of the
		commencement of that action; provided,
		however, that the failure to notify the indemnifying party
		shall not relieve it from any liability which it may have under this
		Section 8 except to the extent it has been materially prejudiced
		by such failure; and, provided,
		further, that the failure to notify an indemnifying party shall
		not relieve it from any liability which it may have to an indemnified party
		otherwise than under this Section 8.
		If any such action shall be brought against an indemnified party, and it shall
		notify the indemnifying party thereof, the indemnifying party shall be entitled
		to participate therein and, to the extent that it wishes, jointly with any
		other similarly notified indemnifying party, to assume the defense of such
		action with counsel reasonably satisfactory to the indemnified party (which
		counsel shall not, except with the written consent of the indemnified party, be
		counsel to the indemnifying party). After notice from the indemnifying party to
		the indemnified party of its election to assume the defense of such action,
		except as provided herein, the indemnifying party shall not be liable to the
		indemnified party under Section 8
		for any legal or other expenses subsequently incurred by the indemnified party
		in connection with the defense of such action other than reasonable costs of
		investigation; provided, however, that
		any indemnified party shall have the right to employ separate counsel in any
		such action and to participate in the defense of such action but the fees and
		expenses of such counsel (other than reasonable costs of investigation) shall
		be at the expense of such indemnified party unless (i) the employment thereof
		has been specifically authorized in writing by the Company in the case of a
		claim for indemnification under Section 8(a) or Section 2.6
		or the Representative in the case of a claim for indemnification under
		Section 8(b), (ii) such indemnified party shall have been 
	 

	 
		 
	 

	 
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		advised by its counsel that there may be one
		or more legal defenses available to it which are different from or additional
		to those available to the indemnifying party, or (iii) the indemnifying party
		has failed to assume the defense of such action and employ counsel reasonably
		satisfactory to the indemnified party within a reasonable period of time after
		notice of the commencement of the action or the indemnifying party does not
		diligently defend the action after assumption of the defense, in which case, if
		such indemnified party notifies the indemnifying party in writing that it
		elects to employ separate counsel at the expense of the indemnifying party, the
		indemnifying party shall not have the right to assume the defense of (or, in
		the case of a failure to diligently defend the action after assumption of the
		defense, to continue to defend) such action on behalf of such indemnified party
		and the indemnifying party shall be responsible for legal or other expenses
		subsequently incurred by such indemnified party in connection with the defense
		of such action; provided, however, that
		the indemnifying party shall not, in connection with any one such action or
		separate but substantially similar or related actions in the same jurisdiction
		arising out of the same general allegations or circumstances, be liable for the
		reasonable fees and expenses of more than one separate firm of attorneys at any
		time for all such indemnified parties (in addition to any local counsel), which
		firm shall be designated in writing by the Representative if the indemnified
		parties under this Section 8
		consist of any Placement Agent Indemnified Party or by the Company if the
		indemnified parties under this Section 8
		consist of any Company Indemnified Parties. Subject to this Section 8(c), the amount payable by an indemnifying party under
		Section 8 shall include, but not be limited to, (x) reasonable
		legal fees and expenses of counsel to the indemnified party and any other
		expenses in investigating, or preparing to defend or defending against, or
		appearing as a third party witness in respect of, or otherwise incurred in
		connection with, any action, investigation, proceeding or claim, and (y) all
		amounts paid in settlement of any of the foregoing. No indemnifying party
		shall, without the prior written consent of the indemnified parties, settle or
		compromise or consent to the entry of judgment with respect to any pending or
		threatened action or any claim whatsoever, in respect of which indemnification
		or contribution could be sought under this Section 8
		(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 in form and substance
		reasonably satisfactory to such indemnified party from all liability arising
		out of such action 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. Subject to the provisions of the following sentence, no
		indemnifying party shall be liable for settlement of any pending or threatened
		action or any claim whatsoever that is effected without its written consent
		(which consent shall not be unreasonably withheld or delayed), but if settled
		with its written consent, if its consent has been unreasonably withheld or
		delayed or if there be a judgment for the plaintiff in any such matter, the
		indemnifying party agrees to indemnify and hold harmless any indemnified party
		from and against any loss or liability by reason of such settlement or
		judgment. In addition, if at any time an indemnified party shall have requested
		that an indemnifying party 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 herein effected without its written
		consent if (i) such settlement is entered into more than forty-five (45) days
		after receipt by such indemnifying party of the request 
	 

	 
		 
	 

	 
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		for reimbursement, (ii) such indemnifying
		party shall have received notice of the terms of such settlement at least
		thirty (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. 
	 

	 
		(d) If the indemnification provided for in
		this Section 8 is unavailable or insufficient to hold harmless an
		indemnified party under Section 8(a) or Section 8(b), then each indemnifying party shall, in lieu of
		indemnifying such indemnified party, contribute to the amount paid, payable or
		otherwise incurred by such indemnified party as a result of such loss, claim,
		damage, expense or liability (or any action, investigation or proceeding in
		respect thereof), as incurred, (i) in such proportion as shall be appropriate
		to reflect the relative benefits received by the Company on the one hand and
		the Placement Agents on the other hand from the offering of the Stock, or (ii)
		if the allocation provided by clause (i) of this Section 8(d) is not permitted by applicable law, in such proportion
		as is appropriate to reflect not only the relative benefits referred to in
		clause (i) of this Section 8(d) but also the relative fault of the Company on the one
		hand and the Placement Agents on the other with respect to the statements,
		omissions, acts or failures to act which resulted in such loss, claim, damage,
		expense or liability (or any action, investigation or proceeding in respect
		thereof) as well as any other relevant equitable considerations. The relative
		benefits received by the Company on the one hand and the Placement Agents on
		the other with respect to such offering shall be deemed to be in the same
		proportion as the total net proceeds from the offering of the Stock purchased
		under this Agreement (before deducting expenses) received by the Company bear
		to the total discounts and commissions received by the Placement Agents in
		connection with the Offering, in each case as set forth in the table on the
		cover page of the Prospectus. The relative fault of the Company on the one hand
		and the Placement Agents on the other shall be determined by reference to,
		among other things, whether the untrue or alleged untrue statement of a
		material fact or the omission or alleged omission to state a material fact
		relates to information supplied by the Company on the one hand or the Placement
		Agents on the other, the intent of the parties and their relative knowledge,
		access to information and opportunity to correct or prevent such untrue
		statement, omission, act or failure to act; provided that the parties hereto
		agree that the written information furnished to the Company through the
		Representative by or on behalf of any Placement Agent for use in any
		Preliminary Prospectus, any Registration Statement or the Prospectus, or in any
		amendment or supplement thereto, consists solely of the Placement Agents’
		Information as defined in Section 18.
		The Company and the Placement Agents agree that it would not be just and
		equitable if contributions pursuant to this Section 8(d) were to be determined by pro rata allocation or by any
		other method of allocation that does not take into account the equitable
		considerations referred to herein. The amount paid or payable by an indemnified
		party as a result of the loss, claim, damage, expense, liability, action,
		investigation or proceeding referred to above in this Section 8(d) shall be deemed to include, for purposes of this
		Section 8(d), any legal or other expenses reasonably incurred by
		such indemnified party in connection with investigating, preparing to defend or
		defending against or appearing as a third party witness in respect of, or
		otherwise incurred in connection with, any such loss, claim, damage, expense,
		liability, action, investigation or proceeding. Notwithstanding the provisions
		of this Section 8(d), no Placement Agent shall be required to contribute any
		
	 

	 
		 
	 

	 
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		amount in excess of the total compensation
		received by such Placement Agent in accordance with Section 2.5
		less the amount of any damages which such Placement Agent has otherwise paid or
		become liable to pay by reason of any untrue or alleged untrue statement,
		omission or alleged omission, act or alleged act or failure to act or alleged
		failure to act. No person guilty of fraudulent misrepresentation (within the
		meaning of Section 11(f) of the Securities Act) shall be entitled to
		contribution from any person who was not guilty of such fraudulent
		misrepresentation. The Placement Agents’ obligations to contribute as
		provided in this Section 8(d) are several and in proportion to their respective
		placement obligations and not joint.
	 

	 
		9. TERMINATION. The obligations of the Placement Agents and the
		Purchasers hereunder and under the Subscription Agreements may be terminated by
		the Representative, in its absolute discretion by notice given to the Company
		prior to delivery of and payment for the Stock if, prior to that time, any of
		the events described in Sections
		7(i), 7(j) or
		7(k) have occurred or if the Purchasers shall decline to
		purchase the Stock for any reason permitted under this Agreement or the
		Subscription Agreements. 
	 

	 
		10. REIMBURSEMENT OF PLACEMENT
		AGENTS’ EXPENSES. Notwithstanding
		anything to the contrary in this Agreement, if (a) this Agreement shall have
		been terminated pursuant to Section 9,
		(b) the Company shall fail to tender the Stock for delivery to the Purchasers
		for any reason not permitted under this Agreement, (c) the Purchasers shall
		decline to purchase the Stock for any reason permitted under this Agreement or
		(d) the sale of the Stock is not consummated because any condition to the
		obligations of the Purchasers or the Placement Agents set forth herein is not
		satisfied or because of the refusal, inability or failure on the part of the
		Company to perform any agreement herein or to satisfy any condition or to
		comply with the provisions hereof, then in addition to the payment of amounts
		in accordance with Section 6,
		the Company shall reimburse the Placement Agent for the reasonable fees and
		expenses of the Placement Agents’ counsel and for such other documented
		out-of-pocket expenses as shall have been reasonably incurred by them in
		connection with this Agreement and the proposed purchase of the Stock, and upon
		demand the Company shall pay the full amount thereof to the Placement
		Agents.
	 

	 
		11. AUTHORITY OF THE REPRESENTATIVE.
		Canaccord and Morgan Joseph each
		consent and agree that LCM will act as Representative of the Placement Agents
		under this Agreement and with respect to the sale of the Stock. Accordingly,
		each of Canaccord and Morgan Joseph authorizes LCM to manage the Offering and
		the sale of the Stock and to take such actions in connection therewith as LCM
		in its sole discretion deems appropriate or desirable, consistent with the
		provisions of each Agreement Among Underwriters previously entered into between
		LCM and Canaccord and Morgan Joseph, and LCM and Canaccord and Morgan Joseph,
		respectively, taking into account that the Offering of the Stock will be in the
		form of a best efforts placement and not a firm commitment underwriting. Each
		of Canaccord and Morgan Joseph agrees to comply with such Agreement Among
		Underwriters and that any action taken under this Agreement by the
		Representative shall be binding upon all of the Placement Agents.
	 

	 
		12. ABSENCE OF FIDUCIARY RELATIONSHIP.
		The Company acknowledges and agrees
		that: 
	 

	 
		 
	 

	 
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		(a) the Placement Agents’
		responsibility to the Company is solely contractual in nature, the Placement
		Agents have been retained solely to act as placement agents in connection with
		the Offering and no fiduciary, advisory or agency relationship between the
		Company and the Placement Agents has been created in respect of any of the
		transactions contemplated by this Agreement, irrespective of whether the
		Placement Agents or Lazard Frères & Co. LLC has advised or is
		advising the Company on other matters; 
	 

	 
		(b) the price of the Stock set forth in this
		Agreement was established by the Company following discussions and arms-length
		negotiations with the Placement Agents, and the Company is capable of
		evaluating and understanding, and understands and accepts, the terms, risks and
		conditions of the transactions contemplated by this Agreement; 
	 

	 
		(c) it has been advised that the Placement
		Agents and Lazard Frères & Co. LLC and their affiliates are engaged
		in a broad range of transactions which may involve interests that differ from
		those of the Company and that the Placement Agents have no obligation to
		disclose such interests and transactions to the Company by virtue of any
		fiduciary, advisory or agency relationship; and 
	 

	 
		(d) it waives, to the fullest extent
		permitted by law, any claims it may have against the Placement Agents for
		breach of fiduciary duty or alleged breach of fiduciary duty and agrees that
		the Placement Agents shall have no liability (whether direct or indirect) to
		the Company in respect of such a fiduciary duty claim or to any person
		asserting a fiduciary duty claim on behalf of or in right of the Company,
		including stockholders, employees or creditors of the Company.
	 

	 
		13. SUCCESSORS; PERSONS ENTITLED TO
		BENEFIT OF AGREEMENT. This Agreement
		shall inure to the benefit of and be binding upon the Placement Agents, the
		Company, and their respective successors and assigns. This Agreement shall also
		inure to the benefit of Lazard Frères & Co. LLC, the Purchasers, and
		each of their respective successors and assigns, which shall be third party
		beneficiaries hereof. Nothing expressed or mentioned in this Agreement is
		intended or shall be construed to give any person, other than the persons
		mentioned in the preceding sentences, any legal or equitable right, remedy or
		claim under or in respect of this Agreement, or any provisions herein
		contained, this Agreement and all conditions and provisions hereof being
		intended to be and being for the sole and exclusive benefit of such persons and
		for the benefit of no other person; except that the representations,
		warranties, covenants, agreements and indemnities of the Company contained in
		this Agreement shall also be for the benefit of the Placement Agent Indemnified
		Parties and the indemnities of the several Placement Agents shall be for the
		benefit of the Company Indemnified Parties. It is understood that the Placement
		Agents’ responsibility to the Company is solely contractual in nature and
		the Placement Agents do not owe the Company, or any other party, any fiduciary
		duty as a result of this Agreement.
		
	 

	 
		14. SURVIVAL OF INDEMNITIES,
		REPRESENTATIONS, WARRANTIES, ETC. The
		respective indemnities, covenants, agreements, representations, warranties and
		other statements of the Company and the Placement Agents, as set forth in this
		Agreement or made by them
	 

	 
		 
	 

	 
		30
	 

	 
		 
	 



	 
	 

	 

	 
		 respectively, pursuant to this Agreement,
		shall remain in full force and effect, regardless of any investigation made by
		or on behalf of the Placement Agents, the Company, the Purchasers or any person
		controlling any of them and shall survive delivery of and payment for the
		Stock. Notwithstanding any termination of this Agreement, including without
		limitation any termination pursuant to Sections 9 or
		10, the indemnity and contribution agreements contained in
		Section 8 and the covenants, representations, warranties set
		forth in this Agreement shall not terminate and shall remain in full force and
		effect at all times.
	 

	 
		15. NOTICES. All statements, requests, notices and agreements
		hereunder shall be in writing, and:
	 

	 
		(a) if to the Placement Agents, shall be
		delivered or sent by mail, telex, facsimile transmission or overnight courier
		to Lazard Capital Markets LLC, Attention: General Counsel, Fax: 212-830-3615;
		and
	 

	 
		(b) if to the Company, shall be delivered or
		sent by mail, telex, facsimile transmission or overnight courier to Towerstream
		Corporation, Attention: Jeffrey M. Thompson, CEO, Fax: (401) 848-5130, with a
		copy to Harvey J. Kesner, Esq. c/o Haynes and Boone, LLP, 153 East
		53rd Street, New York, NY 10022, Fax: (212) 918-8989.
	 

	 
		provided, however, that
		any notice to a Placement Agent pursuant to Section 8
		shall be delivered or sent by mail, telex or facsimile transmission to such
		Placement Agent at its address set forth in its acceptance telex to the
		Placement Agents, which address will be supplied to any other party hereto by
		the Representative upon request. Any such statements, requests, notices or
		agreements shall take effect at the time of receipt thereof, except that any
		such statement, request, notice or agreement delivered or sent by email shall
		take effect at the time of confirmation of receipt thereof by the recipient
		thereof.
	 

	 
		16. DEFINITION OF CERTAIN TERMS.
		For purposes of this Agreement, (a)
		“business day” means any day on which the New York Stock Exchange,
		Inc. is open for trading and (b) “Affiliate” means any person that,
		directly or indirectly through one or more intermediaries, controls or is
		controlled by or is under common control with such person.
	 

	 
		17. GOVERNING LAW, AGENT FOR SERVICE AND
		JURISDICTION. This Agreement
		shall be governed by and construed in accordance with the laws of the State of
		New York, including without limitation Section 5-1401 of
		the New York General Obligations Law. No legal
		proceeding may be commenced, prosecuted or continued in any court other than
		the courts of the State of New York located in the City and County of New York
		or in the United States District Court for the Southern District of New York,
		which courts shall have jurisdiction over the adjudication of such matters, and
		the Company and the Placement Agents each hereby consent to the jurisdiction of
		such courts and personal service with respect thereto. The Company and the
		Placement Agents each hereby consent to personal jurisdiction, service and
		venue in any court in which any legal proceeding arising out of or in any way
		relating to this Agreement is brought by any third party against the Company or
		the Placement Agents. The Company and the Placement Agents each hereby waive
		all right to trial by jury in any legal proceeding (whether based upon
		contract, tort or otherwise) in any way arising out of or relating to this
		Agreement. The Company agrees that a final judgment in any such legal 
	 

	 
		 
	 

	 
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		proceeding brought in any such court shall
		be conclusive and binding upon the Company and the Placement Agents and may be
		enforced in any other courts in the jurisdiction of which the Company is or may
		be subject, by suit upon such judgment.
	 

	 
		18. PLACEMENT AGENTS’ INFORMATION.
		The parties hereto acknowledge and
		agree that, for all purposes of this Agreement, the Placement Agents’
		Information consists solely of the following information in the Prospectus: (i)
		the last paragraph on the front cover page concerning the terms of the offering
		by the Placement Agents; and (ii) the statements concerning the Placement
		Agents contained in the first and sixth paragraphs under the heading “Plan
		of Distribution.”
	 

	 
		19. PARTIAL UNENFORCEABILITY.
		The invalidity or unenforceability of
		any section, paragraph, clause or provision of this Agreement shall not affect
		the validity or enforceability of any other section, paragraph, clause or
		provision hereof. If any section, paragraph, clause or provision of this
		Agreement is for any reason determined to be invalid or unenforceable, there
		shall be deemed to be made such minor changes (and only such minor changes) as
		are necessary to make it valid and enforceable.
	 

	 
		20. GENERAL. This Agreement constitutes the entire agreement of the
		parties to this Agreement and supersedes all prior written or oral and all
		contemporaneous oral agreements, understandings and negotiations with respect
		to the subject matter hereof. In this Agreement, the masculine, feminine and
		neuter genders and the singular and the plural include one another. The
		Section headings in this Agreement are for the convenience of the parties
		only and will not affect the construction or interpretation of this Agreement.
		This Agreement may be amended or modified, and the observance of any term of
		this Agreement may be waived, only by a writing signed by the Company and the
		Placement Agents. 
	 

	 
		21. COUNTERPARTS. This Agreement may be signed in any number of
		counterparts, each of which shall be an original, with the same effect as if
		the signatures thereto and hereto were upon the same instrument and such
		signatures may be delivered by facsimile.
	 

	 
		 
	 

	 
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		If the foregoing is in accordance with your
		understanding of the agreement between the Company and the Placement Agents,
		kindly indicate your acceptance in the space provided for that purpose
		below.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  Very truly yours,
 

				  TOWERSTREAM CORPORATION
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By:  
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:

				  Title:
				

			 

 

	 
		 
	 

	 
			
				
				  Accepted as of the date

				  first above written:
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  LAZARD CAPITAL MARKETS LLC
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  
 By:  
				

			 	
				
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				  Name:

				  Title:
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				  CANACCORD ADAMS INC.
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  
 By:  
				

			 	
				
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				  Name:

				  Title:
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
			
				
				  MORGAN JOSEPH & CO. INC.
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  
 By:  
				

			 	
				
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				  Name:

				  Title:
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		33
	 

	 
		 
	 



	 
	 

	 

	 
		SCHEDULE A
	 

	 
		List of officers, directors, shareholders
		subject to Section 5
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		EXHIBIT A
	 

	 
		[Form of Subscription
		Agreement]
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		EXHIBIT B
	 

	 
		[Form of Placement Agent
		Warrant]
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		EXHIBIT C
	 

	 
		[Form of Lock Up Agreement]
	 

	 
		 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		EXHIBIT D
	 

	 
		Form of Haynes and Boone, LLP
		Opinion