THE PUBLIC OFFERING PRICE OF THE SHARES,
AND SUCH RELATIONSHIP BETWEEN THE COMPANY, ON THE ONE HAND, AND THE PLACEMENT
AGENTS, ON THE OTHER, IS ENTIRELY AND SOLELY COMMERCIAL, BASED ON ARMS-LENGTH
NEGOTIATIONS; ANY DUTIES AND OBLIGATIONS THAT THE PLACEMENT AGENTS MAY HAVE TO
THE COMPANY SHALL BE LIMITED TO THOSE DUTIES AND OBLIGATIONS SPECIFICALLY STATED
HEREIN; AND (IV) THE PLACEMENT AGENTS AND THEIR RESPECTIVE AFFILIATES MAY HAVE
INTERESTS THAT DIFFER FROM THOSE OF THE COMPANY. THE COMPANY HEREBY WAIVES ANY
CLAIMS THAT THE COMPANY MAY HAVE AGAINST THE PLACEMENT AGENTS WITH RESPECT TO
ANY BREACH OF FIDUCIARY DUTY IN CONNECTION WITH THE SALE OF THE SHARES.
11.
NOTICES, ETC. 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 OR
FACSIMILE TRANSMISSION TO LEHMAN BROTHERS INC., 745 SEVENTH AVENUE, NEW YORK,
NEW YORK 10019, ATTENTION:
KEITH CANTON (FAX: 212-520-9328); AND
(B)
IF TO THE COMPANY, SHALL BE DELIVERED OR SENT BY MAIL OR FACSIMILE
TRANSMISSION TO THE ADDRESS OF THE COMPANY SET FORTH IN THE REGISTRATION
STATEMENT, ATTENTION: LANCE THIBAULT (FAX: 781-466-8686).
Any such statements, requests, notices or agreements shall take effect at the
time of receipt thereof. The Company shall be entitled to act and rely upon any
request, consent, notice or agreement given or made on behalf of the Placement
Agent by Lehman Brothers Inc.
12.
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. THIS AGREEMENT AND THE TERMS AND PROVISIONS HEREOF
ARE FOR THE SOLE BENEFIT OF ONLY THOSE PERSONS, EXCEPT THAT (A) THE
REPRESENTATIONS, WARRANTIES, INDEMNITIES AND AGREEMENTS OF THE COMPANY CONTAINED
IN THIS AGREEMENT SHALL ALSO BE DEEMED TO BE FOR THE BENEFIT OF THE DIRECTORS,
OFFICERS AND EMPLOYEES OF THE PLACEMENT AGENTS AND EACH PERSON OR PERSONS, IF
ANY, WHO CONTROL THE PLACEMENT AGENTS WITHIN THE MEANING OF SECTION 15 OF THE
SECURITIES ACT AND (B) THE INDEMNITY AGREEMENT OF THE PLACEMENT AGENTS CONTAINED
IN SECTION 7(B) OF THIS AGREEMENT SHALL BE DEEMED TO BE FOR THE BENEFIT OF THE
DIRECTORS OF THE COMPANY, THE OFFICERS OF THE COMPANY WHO HAVE SIGNED THE
REGISTRATION STATEMENT AND ANY PERSON CONTROLLING THE COMPANY WITHIN THE MEANING
OF SECTION 15 OF THE SECURITIES ACT. NOTHING IN THIS AGREEMENT IS INTENDED OR
SHALL BE CONSTRUED TO GIVE ANY PERSON, OTHER THAN THE PERSONS REFERRED TO IN
THIS SECTION 12, ANY LEGAL OR EQUITABLE RIGHT, REMEDY OR CLAIM UNDER OR IN
RESPECT OF THIS AGREEMENT OR ANY PROVISION CONTAINED HEREIN. THE TERM
"SUCCESSORS" AS USED IN THIS SECTION 12 SHALL NOT INCLUDE ANY OF THE INVESTORS.
13.
SURVIVAL. THE RESPECTIVE INDEMNITIES, REPRESENTATIONS, WARRANTIES AND
AGREEMENTS OF THE COMPANY AND THE PLACEMENT AGENTS CONTAINED IN THIS AGREEMENT
OR MADE BY OR ON BEHALF OF THEM, RESPECTIVELY, PURSUANT TO THIS AGREEMENT, SHALL
SURVIVE THE DELIVERY OF AND PAYMENT FOR THE
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SHARES AND SHALL REMAIN