Common use of Exercise of Option Clause in Contracts

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares, which will not be later than three Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the Closing Effective Date. The Underwriters will shall not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in accordance with Section 1.2.1 hereof setting forth the number of Option Shares and Option Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesShares and Option Warrants (the “Option Closing Date”), which will shall not be later than three five (5) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of counsel to the Representative Underwriters or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment OptionOption with respect to all or any portion of the Option Securities subject to the terms and conditions set forth herein, the Company will shall become obligated to convey sell to the Underwriters, Underwriters the number of Option Shares and Option Warrants specified in such notice and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchaseUnderwriters, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, acting severally and not jointly, to shall purchase the number of Option Shares (subject to and Option Warrants specified in such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Sharesnotice.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d1(c) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Units within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and payment for such the Option SharesUnits, which will not be later than three five Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Units does not occur on the Closing Date, the date and time of the closing for such Option Shares Units will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Units specified in such notice. If any Option Shares Units are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares Units (subject to such adjustments to eliminate fractional securities shares as the Representative may determine) that bears the same proportion to the number of Firm Shares Units to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesUnits.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the Closing Effective Date. The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment OptionSecurities. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or email or facsimile transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such Option SharesSecurities, which will not be later than three five (5) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the such Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Securities will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased by it as set forth on Schedule I A opposite such Underwriter’s name as the name total number of such Underwriter Option Shares to be purchased bears to the total number of Firm Shares. If any Option Warrants are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Warrants (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Warrants to be purchased by it as set forth on Schedule A opposite such Underwriter’s name as the total number of Option Warrants to be purchased bears to the total number of Firm Warrants.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the Closing Effective Date. The Underwriters will shall not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesSecurities (the “Option Closing Date”), which will shall not be later than three (3) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to convey to the Underwriters, andOption Securities, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be and/or Option Warrants then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares, which will not be later than three Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities shares as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or the Option Warrants within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares and/or Option Warrants prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such Option SharesShares and/or Option Warrant, which will not be later than three Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or Option Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares and/or Option Warrants will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares and/or Option Warrants are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares and/or Option Warrants (subject to such adjustments to eliminate fractional securities shares as the Representative may determine) that bears the same proportion to the number of Firm Shares Units to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesUnits.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d1(a)(iii)(A) hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) for any number of the Option Shares within 45 days after the Closing Effective Date. The Underwriters will Underwriter shall not be under any obligation to purchase any of such the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or email or facsimile or other electronic transmission setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for such the Option SharesShares (the “Option Closing Date”), which will shall not be later than three five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of the Representative Underwriter Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to convey to the Underwriters, and, Option Shares subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriter the number of the Option Shares specified in such notice. If any notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Allotment Option granted pursuant to Section 1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or the Option Warrants within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares and/or Option Warrants prior to the exercise of the Over-allotment Allotment Option. The Over-allotment Allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such Option SharesShares and/or Option Warrant, which will not be later than three Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or Option Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares and/or Option Warrants will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares and/or Option Warrants are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares and/or Option Warrants (subject to such adjustments to eliminate fractional securities shares as the Representative may determine) that bears the same proportion to the number of Firm Shares Units to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesUnits.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d1(c) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Closing Effective Date. The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such the Option Shares, which will not be later than three five Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities shares as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I A opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the Closing Effective Date. The Underwriters will Underwriter shall not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for such the Option SharesSecurities (the “Option Closing Date”), which will shall not be later than three five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of the Representative Underwriter Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to convey to the Underwriters, andOption Securities, subject to the terms and conditions set forth herein, the Underwriters will Company shall become obligated to purchase, sell to the Underwriter the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchased, each notice and the Underwriter agrees, severally and not jointly, shall become obligated to purchase the number of Option Shares (subject to Securities specified in such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Sharesnotice.

Exercise of Option. The Over-allotment Allotment Option granted pursuant to Section 1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or the Option Warrants within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares and/or Option Warrants prior to the exercise of the Over-allotment Allotment Option. The Over-allotment Allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such Option SharesShares and/or Option Warrant, which will not be later than three Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or Option Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares and/or Option Warrants will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares and/or Option Warrants are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares and/or Option Warrants (subject to such adjustments to eliminate fractional securities shares as the Representative may determine) that bears the same proportion to the number of Firm Shares Securities to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesSecurities.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d1(a)(iii)(A) hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) for any number of the Option Shares within 45 days after the Closing Date. The Underwriters will Underwriter shall not be under any obligation to purchase any of such the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing within 24 hours by overnight mail or email or facsimile or other electronic transmission (the “Option Notice”) setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for such the Option SharesShares (the “Option Closing Date”), which will shall not be later than three five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of the Representative Underwriter Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)Notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to convey to the Underwriters, and, Option Shares subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriter the number of the Option Shares specified in such notice. If any the Option Notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 forty-five (45) days after the Closing Effective Date. The Underwriters will Underwriter shall not be under any obligation to purchase subscribe for any of such the Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the RepresentativeUnderwriter, setting forth the number of the Option Shares and/or Option Warrants to be purchased subscribed for and the date and time for delivery of and and, where relevant, the payment for such the Option SharesShares and/or the pre-funded exercise price for the pre-funded Option Warrants (the “Option Closing Date”), which will shall not be later than three five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of the Representative Underwriter’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and and, where relevant, payment for all of the Option Shares and/or the pre-funded exercise price for the pre-funded Option Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to convey to the Underwriters, and, Option Securities subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, issue to the Underwriter the number of the Option Shares Securities specified in such notice. If any Option Shares are to be purchasednotice and (ii) the Underwriter, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to shall subscribe for the total number of Firm Sharesthe Option Securities then being subscribed for.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 days after the Closing Effective Date. The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters will shall not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which shall be confirmed in writing by overnight mail or facsimile or other electronic transmission, setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesSecurities (the “Option Closing Date”), which will shall not be later than three one (1) Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Representative’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to convey to the Underwriters, andOption Securities, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares are to be purchased, and (ii) each Underwriter agreesof the Underwriters, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) and Option Warrants then being purchased that bears the same proportion to the number of Firm Shares to be purchased and/or Option Warrants as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares or Option Warrants prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such Option SharesShares and/or Option Warrants, which will not be later than three Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or Option Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares and/or Option Warrants will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares and/or Option Warrants are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares and/or Option Warrants (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares Securities to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesSecurities.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Shares Units within 45 days after the Closing Effective Date. The Underwriters will not be under any obligation to purchase any of such Option Shares Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile transmission, setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and payment for such the Option SharesUnits, which will not be later than three five Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of the Representative Xxxxxxxxxx’x Offices or at such other place or in such other manner as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery of and payment for all of the Option Shares Units does not occur on the Closing Date, the date and time of the closing for such Option Shares Units will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Units specified in such notice. If any Option Shares Units are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares Units (subject to such adjustments to eliminate fractional securities Units as the Representative Underwriters may determine) that bears the same proportion to the total number of Firm Shares Option Units to be purchased as the number of Firm Units set forth on in Schedule I A opposite the name of such Underwriter bears to the total number of Firm SharesUnits.

Exercise of Option. The Over-allotment Allotment Option granted pursuant to Section 1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or the Option Warrants within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares and/or Option Warrants prior to the exercise of the Over-allotment Allotment Option. The Over-allotment Allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such Option SharesShares and/or Option Warrant, which will not be later than three Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or Option Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares and/or Option Warrants will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares and/or Option Warrants are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares and/or Option Warrants (subject to such adjustments to eliminate fractional securities shares as the Representative may determine) that bears the same proportion to the number of Firm Shares Units to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesUnits.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or the Option Purchase Warrants within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares and/or Option Purchase Warrants prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares and/or Option Purchase Warrants to be purchased and the date and time for delivery of and payment for such Option SharesShares and/or Option Purchase Warrants, which will not be later than three Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or Option Purchase Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares and/or Option Purchase Warrants will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Purchase Warrants specified in such notice. If any Option Shares Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares Securities (subject to such adjustments to eliminate fractional securities shares as the Representative may determine) that bears the same proportion to the number of Firm Shares Securities to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesSecurities.

Exercise of Option. The Over-allotment Overallotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Shares Units within 45 days after the Closing Effective Date. The Underwriters will not be under any obligation to purchase any of such Option Shares Units prior to the exercise of the Over-allotment Overallotment Option. The Over-allotment Overallotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile or other form of electronic transmission, setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and payment for such the Option SharesUnits, which will not be later than three five Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of the Representative DLA’s Offices or at such other place or in such other manner as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery of and payment for all of the Option Shares Units does not occur on the Closing Date, the date and time of the closing for such Option Shares Units will be as set forth in the notice (hereinafter hereinafter, the “Option Closing Date”). Upon exercise of the Over-allotment Overallotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Units specified in such notice. If any Option Shares Units are to be purchased, each Underwriter agrees, severally severally, and not jointly, to purchase the number of Option Shares Units (subject to such adjustments to eliminate fractional securities Units as the Representative Underwriters may determine) that bears the same proportion to the total number of Firm Shares Option Units to be purchased as the number of Firm Units set forth on in Schedule I A opposite the name of such Underwriter bears to the total number of Firm SharesUnits.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and the Option Warrants or the Option Shares or the Option Warrants within 45 forty-five (45) days after the Closing Effective Date. The Underwriters will shall not be under any obligation to purchase any of such Option Shares or Option Warrants prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesShares and/or Option Warrants (the “Option Closing Date”), which will shall not be later than three the third (3rd) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel or at such other place (including remotely by facsimile or other electronic transmissions) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or Option Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to convey to Option Shares and the Underwriters, andOption Warrants or the Option Shares or the Option Warrants, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be and/or Option Warrants then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the Closing Effective Date. The purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 1.1.1(ii) hereof. The purchase price to be paid per Option Warrant shall be equal to the price per Firm Warrant set forth in Section 1.1.1(ii) hereof. The Underwriters will shall not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for such the Option SharesSecurities (the “Option Closing Date”), which will shall not be later than three two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to convey to the Underwriters, andOption Securities, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) Securities then being purchased that bears the same proportion to the number of Firm Shares to be purchased Securities as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesSecurities, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the Option Shares within 45 30 days after the Closing Datedate hereof. The Underwriters Underwriter will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of Underwriter by written notice to the Company from (the Representative, setting “Option Notice”). The Option Notice shall set forth the aggregate number of Option Shares as to be purchased which the option is being exercised, and the date and time for delivery of when the Option Shares are to be delivered (such date and payment for such time being herein referred to as the “Option SharesClosing Date”); provided, which will however, that the Option Closing Date shall not be later earlier than three the Closing Date (as defined below) nor earlier than the first Business Days Day after the date of on which the notice or such other time as option shall be agreed upon by have been exercised nor later than the fifth Business Day after the date on which the option shall have been exercised unless the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the RepresentativeUnderwriter otherwise agree. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice notice, at the offices of AK or at such other place (hereinafter including remotely by facsimile or other electronic transmission) as shall be agreed upon by the “Option Closing Date”)Company and the Underwriter. Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the UnderwritersUnderwriter, and, subject to the terms and conditions set forth herein, the Underwriters Underwriter will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative Underwriters as to all (or any part of the Option Securities at any time) or any part (, from time to time, within forty-five business days after the effective date ("Effective Date") of the Option Shares within 45 days after the Closing DateRegistration Statement (as hereinafter defined). The Underwriters will not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeUnderwriters, which must be confirmed by a letter or telecopy setting forth the number of Option Shares Securities to be purchased and purchased, the date and time for delivery of and payment for the Option Securities and stating that the Option Securities referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three Business Days five full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representativenotice, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representativeunless we mutually agree to an earlier date. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Securities will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d1(a)(iii)(A) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) for any number of the Option Shares within 45 days after the Closing Effective Date. The Underwriters will shall not be under any obligation to purchase any of such the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or email or facsimile or other electronic transmission setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for such the Option SharesShares (the “Option Closing Date”), which will shall not be later than three five (5) full Business Days after the date of the written notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Representative’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to convey to the Underwriters, and, Option Shares subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of the Option Shares specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of the Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Allotment Option granted pursuant to Section 1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for such Option SharesSecurities, which will not be later than three Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Securities will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Securities specified in such notice. If any Option Shares Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares Securities (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares Securities to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesSecurities.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative Underwriters as to all (or any part of the Option Securities at any time) or any part (, from time to time, within forty-five days after the effective date ("Effective Date") of the Option Shares within 45 days after the Closing DateRegistration Statement (as hereinafter defined). The Underwriters will not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeUnderwriters, which must be confirmed by a letter or telecopy setting forth the number of Option Shares Securities to be purchased and purchased, the date and time for delivery of and payment for the Option Securities and stating that the Option Securities referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three Business Days full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representativenotice. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Securities will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.the

Exercise of Option. The Over-allotment Allotment Option granted pursuant to Section 1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Allotment Option. The Over-allotment Allotment Option granted hereby may be exercised by the Representative giving of written notice to the Company from the Representative, setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares, which date and time will not be later than three Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities shares as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative Underwriter as to all (or any part of the Option Securities at any time) or any part (, from time to time, within forty-five (45) days after the effective date ("Effective Date") of the Option Shares within 45 days after the Closing DateRegistration Statement (as hereinafter defined). The Underwriters Underwriter will not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed by a letter or telecopy setting forth the number of Option Shares Securities to be purchased and purchased, the date and time for delivery of and payment for the Option Securities and stating that the Option Securities referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three Business Days full business days after the date of the notice or such other time as shall be agreed upon by notice, unless the Underwriter and the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed agree upon by the Company and the Representativean earlier date. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Securities will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the UnderwritersUnderwriter, and, subject to the terms and conditions set forth herein, the Underwriters Underwriter will become obligated to purchase, the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Allotment Option granted pursuant to Section 1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares and/or Option Warrants prior to the exercise of the Over-allotment Allotment Option. The Over-allotment Allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such Option SharesShares and/or Option Warrants, which will not be later than three (3) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or Option Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares and/or Option Warrants will be as set forth in the written notice pertaining to the exercise of the Over-Allotment Option (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares and/or Option Warrants are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares and/or Option Warrants (subject to such adjustments to eliminate fractional securities shares and/or fractional warrants as the Representative may determine) that bears the same proportion to the number of Firm Shares Units to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesUnits.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or the Option Warrants, in any combination thereof, within 45 days after the Closing Effective Date. The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters will shall not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesSecurities (the “Option Closing Date”), which will shall not be later than three five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to convey to the Underwriters, andOption Securities, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) and Option Warrants then being purchased that bears the same proportion to the number of Firm Shares to be purchased Units as set forth on Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesUnits (except as otherwise agreed to by the Underwriters).

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative Underwriters as to all (or any part of the Option Shares at any time) or any part (, from time to time, within forty-five (45) days after the effective date ("Effective Date") of the Option Shares within 45 days after the Closing DateRegistration Statement (as hereinafter defined). The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeUnderwriters, which must be confirmed within one (1) business day by a letter or telecopy setting forth the number of Option Shares to be purchased and purchased, the date and time for delivery of and payment for the Option Shares and stating that the Option Shares referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three Business Days full business days after the date of the notice or such other time as shall be agreed upon by notice, unless the Underwriters and the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed agree upon by the Company and the Representativean earlier date. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Allotment Option granted pursuant to Section 1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or the Option Warrants within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares and/or Option Warrants prior to the exercise of the Over-allotment Allotment Option. The Over-allotment Allotment Option granted hereby may be exercised by the Representative giving of written notice to the Company from the Representative, setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such Option SharesShares and/or Option Warrant, which date and time will not be later than three Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or Option Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares and/or Option Warrants will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares and/or Option Warrants are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares and/or Option Warrants (subject to such adjustments to eliminate fractional securities shares as the Representative may determine) that bears the same proportion to the number of Firm Shares Units to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesUnits.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or the Option Warrants, in any combination thereof, within 45 days after the Closing Effective Date. The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters will shall not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesShares and/or Option Warrants (the “Option Closing Date”), which will shall not be later than three two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to convey to the Underwriters, andOption Securities, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of the specific Option Shares Securities specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be Securities then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares, which will not be later than three Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey allot and issue to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d1(a)(iii)(A) hereof may be exercised by the Representative r as to all (at any time) or any part (from time to time) for any number of the Option Shares within 45 days after the Closing Date. The Underwriters will shall not be under any obligation to purchase any of such the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing within 24 hours by overnight mail or email or facsimile or other electronic transmission (the “Option Notice”) setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for such the Option SharesShares (the “Option Closing Date”), which will shall not be later than three five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Underwriter Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)Notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to convey to the Underwriters, and, Option Shares subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of the Option Shares specified in such notice. If any the Option Notice and (ii) the Underwriters shall purchase that portion of the total number of the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Closing Datedate of the Prospectus. The Underwriters will shall not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission, setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such the Option SharesShares (the “Option Closing Date”). Such notice must be given at least one (1) full Business Day prior to the Option Closing Date, which will and the Option Closing Date shall not (x) be earlier than the Closing Date (but may be at the same date and time as the Closing Date) or (y) be later than three one (1) full Business Days Day after the date of the notice or notice. The Option Closing Date may also be at such other time as shall be agreed upon by the Company and the Representative, and shall take place at the offices of the Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to convey to the Underwriters, andOption Shares, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Closing Effective Date. The Underwriters will shall not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such the Option SharesShares (the “Option Closing Date”), which will shall not be later than three the third (3rd) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of the Representative Underwriter’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to convey to the Underwriters, andOption Shares, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) hereof may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the Closing Effective Date. The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment OptionSecurities. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or email or facsimile transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such Option SharesSecurities, which will not be later than three five (5) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of the Representative Ellenoff Xxxxxxxx & Schole LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, XX 00000 or at such other place as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for all of the such Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Securities will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative Representatives may determine) that bears the same proportion to the number of Firm Shares to be purchased by it as set forth on Schedule I A opposite such Underwriter’s name as the name total number of such Underwriter Option Shares to be purchased bears to the total number of Firm Shares. If any Option Warrants are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Warrants (subject to such adjustments to eliminate fractional securities as the Representatives may determine) that bears the same proportion to the number of Firm Warrants to be purchased by it as set forth on Schedule A opposite such Underwriter’s name as the total number of Option Warrants to be purchased bears to the total number of Firm Warrants.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d1(a)(iii)(A) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) for any number of the Option Shares Securities within 45 days after the Closing Effective Date. The purchase price to be paid per Option Share shall be equal to the applicable price paid per Firm Share, and the purchase price to be paid per Option Warrant shall be equal to the applicable price paid per Firm Warrant. The Underwriters will shall not be under any obligation to purchase any of such the Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, setting which must be confirmed in writing by overnight mail or email or facsimile or other electronic transmission and must be given at least two (2) full Business Days prior to the Closing Date (as defined below) or the Option Closing Date (as defined below), as applicable. Such notice shall set forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for such the Option SharesSecurities (the “Option Closing Date”), which will shall not be later than three two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such an Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to convey to the Underwriters, and, Option Securities subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be Securities then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears Underwriter, subject to such adjustments as the total number of Firm SharesRepresentative, in its sole discretion, shall determine.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative Underwriters as to all (or any part of the Option Shares at any time) or any part (, from time to time, within forty-five (45) days after the effective date (“Effective Date”) of the Option Shares within 45 days after the Closing DateRegistration Statement (as hereinafter defined). The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeUnderwriters, which must be confirmed within one (1) business day by a letter or telecopy setting forth the number of Option Shares to be purchased and purchased, the date and time for delivery of and payment for the Option Shares and stating that the Option Shares referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three Business Days full business days after the date of the notice or such other time as shall be agreed upon by notice, unless the Underwriters and the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed agree upon by the Company and the Representativean earlier date. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d1.1(b) hereof may be exercised by the Representative Xxxxxx as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Closing Effective Date. The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeXxxxxx, which must be confirmed in writing by overnight mail or facsimile transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such the Option Shares, which will not be later than three five Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeXxxxxx, at the offices of the Representative Xxxxxx or at such other place as shall be agreed upon by the Company and the RepresentativeXxxxxx. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, Option the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Closing effective date (the “Effective Date”) of the Registration Statement. The Underwriters will Underwriter shall not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such the Option SharesShares (the “Option Closing Date”), which will shall not be earlier than two (2) full Business Days or later than three five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of the Representative Underwriter Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to convey to the Underwriters, andOption Shares, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriter the number of Option Shares specified in such notice and (ii) the Underwriter shall purchase the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative on behalf of the Underwriters as to all (or any part of the Option Units at any time) or any part (, from time to time, within forty-five days after the effective date ("Effective Date") of the Registration Statement (as hereinafter defined). The Over-allotment Option Shares within 45 days after granted hereunder is for use by the Closing DateUnderwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Units. The Underwriters will not be under any obligation to purchase any of such Option Shares Units prior to the exercise of the Over-Over- allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed by a letter or telecopy setting forth the number of Option Shares Units to be purchased and purchased, the date and time for delivery of and payment for the Option Units and stating that the Option Units referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Units. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three Business Days full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representativenotice, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representativeunless we mutually agree to an earlier date. If such delivery and payment for all of the Option Shares Units does not occur on the Closing Date, the date and time of the closing for such Option Shares Units will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company will become obligated to convey to the Underwriters and the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to Units specified in such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Sharesnotice.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d1(a)(iii)(A) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) for any number of the Option Shares within 45 days after the Closing Effective Date. The Underwriters will shall not be under any obligation to purchase any of such the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or email or facsimile or other electronic transmission setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for such the Option SharesShares (the "Option Closing Date"), which will shall not be later than three five full Business Days after the date of the written notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Representative's Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to convey to the Underwriters, and, Option Shares subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of the Option Shares specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of the Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the Closing Effective Date. The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment OptionSecurities. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or email or facsimile transmission setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for such the Option SharesSecurities, which will not be later than three five Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Securities will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Securities specified in such notice. If any Option Shares Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares Securities (subject to such adjustments to eliminate fractional securities shares as the Representative may determine) that bears the same proportion to the number of Firm Shares Securities to be purchased by it as set forth on Schedule I A opposite such Underwriter’s name as the name total number of such Underwriter Option Securities to be purchased bears to the total number of Firm SharesSecurities.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 on or before thirty (30) days after the Closing Date. If the last day to exercise the option falls on a day that is not a Business Day, the expiration date of the option will be postponed to the next day that is a Business Day. The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such the Option SharesShares (the “Option Closing Date”), which will not be later than three five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative SRFF or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the Closing Effective Date. The purchase price to be paid per Option Share shall be equal to $______ per Option Share. The purchase price to be paid per Option Warrant shall be equal to $0.0093 per Option Warrant. The Underwriters will shall not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for such the Option SharesSecurities (the “Option Closing Date”), which will shall not be later than three two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Representative’s counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to convey to the Underwriters, andOption Securities, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchasesell to the Underwriters the number of Option Securities specified in such notice, (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares then being purchased that the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesOption Shares and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative Representatives on behalf of the Underwriters as to all (or any part of the Option Securities at any time) or any part (, from time to time, within forty-five days after the effective date ("Effective Date") of the Option Shares within 45 days after the Closing DateRegistration Statement (as hereinafter defined). The Underwriters will not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed by a letter or telecopy setting forth the number of Option Shares Securities to be purchased and purchased, the date and time for delivery of and payment for the Option Securities and stating that the Option Securities referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three Business Days full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representativenotice. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Securities will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or the Option Warrants within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares and/or Option Warrants prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such Option SharesShares and/or Option Warrant, which will not be later than three Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or Option Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares and/or Option Warrants will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares and/or Option Warrants are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares and/or Option Warrants (subject to such adjustments to eliminate fractional securities shares as the Representative may determine) that bears the same proportion to the number of Firm Shares Units to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesUnits.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and the Option Warrants or the Option Shares or the Option Warrants within 45 days after the Closing Effective Date. The Underwriters will shall not be under any obligation to purchase any of such Option Shares or Option Warrants prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or email or other electronic transmission in accordance with Section 9.1 hereof setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesShares and/or Option Warrants (the “Option Closing Date”), which will shall not be later than three the third (3rd) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or Option Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to convey to Option Shares and the Underwriters, andOption Warrants or the Option Shares or the Option Warrants, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be and/or Option Warrants then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative on behalf of the Underwriters as to all (or any part of the Option Securities at any time) or any part (, from time to time, but not more than twice, within forty-five days after the effective date ("Effective Date") of the Option Shares within 45 days after the Closing DateRegistration Statement (as hereinafter defined). The Underwriters will not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed by a letter or telecopy setting forth the number of Option Shares Securities to be purchased and purchased, the date and time for delivery of and payment for the Option Securities and stating that the Option Securities referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three Business Days business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representativenotice, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representativeunless we mutually agree to an earlier date. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Securities will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Securities specified in such insuch notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d1(c) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares, which will not be later than three (3) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey allot and issue to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d1(a)(ii)(A) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) for any number of the Option Shares within 45 days after the Closing Effective Date. The Underwriters will shall not be under any obligation to purchase any of such the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company and the Selling Stockholders from the Representative, setting which must be confirmed in writing by overnight mail or email or facsimile or other electronic transmission, and must be given at least three (3) full Business Days prior to the Closing Date (as defined below) or the Option Closing Date (as defined below), as applicable. Such notice shall set forth the aggregate number of Option Shares as to be purchased which the Over-allotment Option is being exercised and the date and time for delivery of and payment for such the Option SharesShares (the “Option Closing Date”), which will may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than three ten (10) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Representative’s Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to convey to the Underwriters, and, Option Shares and subject to the terms and conditions set forth herein, (i) the Selling Stockholders shall become obligated, jointly and not severally, to sell to the Underwriters will become obligated to purchase, the number of the Option Shares specified opposite their names in such notice. If any Option Shares are notice (with such amounts not to be purchasedexceed the amounts listed in Schedule 2 hereto) and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of the Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears Underwriter. The Selling Stockholders understand that the Underwriters intend to make a public offering of the Firm Shares and any Option Shares (collectively, the “Public Securities”) as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Public Securities on the terms set forth in the Pricing Disclosure Package (as defined below). The Selling Stockholders acknowledge and agree that the Underwriters may offer and sell Public Securities to or through any affiliate of an Underwriter. The shares of common stock of the Company to be outstanding after giving effect to the total number sale of Firm Sharesthe Public Securities are referred to herein as the “Stock.”

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative Underwriters as to all (or any part of the Option Shares at any time) or any part (, from time to time, within forty-five days after the effective date ("Effective Date") of the Registration Statement (as hereinafter defined). The Over-allotment Option Shares within 45 days after granted hereunder is for use by the Closing DateUnderwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Shares. The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the RepresentativeUnderwriters, which must be confirmed by a letter or telecopy setting forth the number of Option Shares to be purchased and purchased, the date and time for delivery of and payment for the Option Shares and stating that the Option Shares referred to therein are to be used for the purpose of covering over- allotments in connection with the distribution and sale of the Firm Shares. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three Business Days full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representativenotice, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representativeunless we mutually agree to an earlier date. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company will become obligated to convey to the Underwriters and the Underwriters will become obligated to purchase, purchase the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Shares, the Option Warrants and/or the Option Pre-Funded Warrants within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares Shares, Option Warrants and/or Option Pre-Funded Warrants prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares Shares, Option Warrants and/or Option Pre-Funded Warrants to be purchased and the date and time for delivery of and payment for such Option Shares, Option Warrants and/or Option Pre-Funded Warrants, which will not be later than three five Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Shares, Option Warrants and/or Option Pre-Funded Warrants does not occur on the Closing Date, the date and time of the any closing for such Option Shares Shares, Option Warrants and/or Option Pre-Funded Warrants will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Shares, Option Warrants and/or Option Pre-Funded Warrants specified in such notice. If any Option Shares Shares, Option Warrants and/or Option Pre-Funded Warrants are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares Shares, Option Warrants and/or Option Pre-Funded Warrants (subject to such adjustments to eliminate fractional securities shares as the Representative may determine) that bears the same proportion to the number of Firm Shares Shares, Warrants and Pre-Funded Warrants to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares, Warrants and Pre-Funded Warrants.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative as to all or any part of the Option Securities (but only in the form of Units) at any time) or any part (, from time to time) of the Option Shares , within 45 forty-five days after the Closing effective date of the Registration Statement ("Effective Date"). The Underwriters Representative will not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed by a letter or telecopy setting forth the number of Option Shares Securities to be purchased and purchased, the date and time for delivery of and payment for the Option Securities and stating that the Option Securities referred to therein are to be used only for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three Business Days five full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representativenotice. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Securities will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the UnderwritersRepresentative, and, subject to the terms and conditions set forth herein, the Underwriters Representative will become obligated to purchase, the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative Underwriters as to all (or any part of the Option Units at any time) or any part (, from time to time) of the Option Shares , within 45 forty-five days after the Closing Effective Date. The Underwriters will not be under any obligation to purchase any of such Option Shares Units prior to the exercise of the Over-allotment Allotment Option. The Over-allotment Allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeUnderwriters, which must be confirmed by a letter or telecopy setting forth the number of Option Shares Units to be purchased and purchased, the date and time for delivery of and payment for the Option Units and stating that the Option Units referred to therein are to be used for the purpose of covering over-Allotments in connection with the distribution and sale of the Firm Units. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three Business Days five full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representativenotice. If such delivery and payment for all of the Option Shares Units does not occur on the Closing Date, the date and time of the closing for such Option Shares Units will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Allotment Option, the Company Xxxxxx Xxxx Co. Ltd. will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Units specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d1(c) hereof may be exercised by the Representative Representative, as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Closing Effective Date. The Underwriters will not be under any obligation to purchase any of such Option Shares prior to before the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or email or facsimile transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares, which will not be later than three five (5) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the such Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased by it as set forth on Schedule I A opposite such Underwriter's name as the name total number of such Underwriter Option Shares to be purchased bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Allotment Option granted pursuant to Section 1(d1(c) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Units within 45 days after the Closing DateEffective Date (the “Over-Allotment Period”). For the avoidance of doubt, the Representative shall only be entitled to exercise either the Firm Unit Option or the Component Option, but not both. The Underwriters will not be under any obligation to purchase any of such Option Shares Units prior to the exercise of the Over-allotment Option. The Over-allotment Allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and payment for such Option SharesUnits, which will not be later than three five Business Days Days, or earlier than two Business Days, after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Units does not occur on the Closing Date, the date and time of the closing for such Option Shares Units will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Units specified in such notice. If any Option Shares Units are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares Units (subject to such adjustments to eliminate fractional securities shares as the Representative may determinedetermine provided that the total number of Option Units shall not be reduced by such adjustment) that bears the same proportion to the number of Firm Shares Units to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative on behalf of the Underwriters as to all (or any part of the Option Securities at any time) or any part (, from time to time, within forty-five (45) days after the effective date ("Effective Date") of the Option Shares within 45 days after the Closing DateRegistration Statement (as hereinafter defined). The Underwriters will not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed by a letter or telecopy setting forth the number of Option Shares Securities to be purchased and purchased, the date and time for delivery of and payment for the Option Securities and stating that the Option Securities referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three Business Days full business days after the date of the notice or such other time as shall be agreed upon by notice, unless the Representative and the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed agree upon by the Company and the Representativean earlier date. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Securities will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Closing Datedate of the Prospectus (as defined below). The Underwriters will shall not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such the Option SharesShares (the “Option Closing Date”), which will may be on one full (1) Business Days’ notice but not be later than three five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of the Representative Representatives Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to convey to the Underwriters, andOption Shares, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Shares Units within 45 days after the Closing Effective Date. The Underwriters will not be under any obligation to purchase any of such Option Shares Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile transmission, setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and payment for such the Option SharesUnits, which will not be later than three five Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of the Representative Sidley’s Offices or at such other place or in such other manner as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery of and payment for all of the Option Shares Units does not occur on the Closing Date, the date and time of the closing for such Option Shares Units will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Units specified in such notice. If any Option Shares Units are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares Units (subject to such adjustments to eliminate fractional securities Units as the Representative Underwriters may determine) that bears the same proportion to the total number of Firm Shares Option Units to be purchased as the number of Firm Units set forth on in Schedule I A opposite the name of such Underwriter bears to the total number of Firm SharesUnits.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the Closing Effective Date. The purchase price to be paid per Option Share shall be equal to the price per Firm Share set forth in Section 1.1.1(ii) hereof. The purchase price to be paid per Option Warrant shall be equal to the price per Firm Warrant set forth in Section 1.1.1(ii) hereof. The Underwriters will shall not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which shall be confirmed in writing by overnight mail or facsimile or other electronic transmission, setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for such the Option SharesSecurities (the “Option Closing Date”), which will shall not be later than three five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to convey to the Underwriters, andOption Securities, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) Securities then being purchased that bears the same proportion to the number of Firm Shares to be purchased Securities as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesSecurities, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the Closing Effective Date. The purchase price to be paid per Option Share shall be equal to _____ per Option Share. The purchase price to be paid per Option Warrant shall be equal to ______ per Option Warrant. The Underwriters will shall not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesSecurities (the “Option Closing Date”), which will shall not be later than three (3) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to convey to the Underwriters, andOption Securities, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be and/or Option Warrants then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Option Optio n granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative Underwriters as to all (or any part of the Option Shares at any time) or any part (, from time to time, within forty-five (45) days after the effective date (“Effective Date”) of the Option Shares within 45 days after the Closing DateRegistration Statement (as hereinafter defined). The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeUnderwriters, which must be confirmed within one (1) business day by a letter or telecopy setting forth the number of Option Shares to be purchased and purchased, the date and time for delivery of and payment for the Option Shares and stating that the Option Shares referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three Business Days full business days after the date of the notice or such other time as shall be agreed upon by notice, unless the Underwriters and the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed agree upon by the Company and the Representativean earlier date. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative Underwriter as to all (or any part of the Option Securities at any time) or any part (, from time to time, within forty-five days after the effective date ("Effective Date") of the Option Shares within 45 days after the Closing DateRegistration Statement (as hereinafter defined). The Underwriters Underwriter will not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed by a letter or telecopy setting forth the number of Option Shares Securities to be purchased and purchased, the date and time for delivery of and payment for the Option Securities and stating that the Option Securities referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three Business Days five full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representativenotice. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Securities will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the UnderwritersUnderwriter, and, subject to the terms and conditions set forth herein, the Underwriters Underwriter will become obligated to purchase, the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Shares Units within 45 days after the Closing Effective Date. The Underwriters will not be under any obligation to purchase any of such Option Shares Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile transmission, setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and payment for such the Option SharesUnits, which will not be later than three five Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of the Representative Sidley’s Offices or at such other place or in such other manner as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery of and payment for all of the Option Shares Units does not occur on the Closing Date, the date and time of the closing for such Option Shares Units will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Units specified in such notice. If any Option Shares Units are to be purchased, each Underwriter agrees, severally severally, and not jointly, to purchase the number of Option Shares Units (subject to such adjustments to eliminate fractional securities Units as the Representative Underwriters may determine) that bears the same proportion to the total number of Firm Shares Option Units to be purchased as the number of Firm Units set forth on in Schedule I A opposite the name of such Underwriter bears to the total number of Firm SharesUnits.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d1(c) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or the Option Series A Warrants and/or the Option Series B Warrants within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares and/or Option Series A Warrants and/or Option Series B Warrants prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares and/or Option Series A Warrants and/or Option Series B Warrants to be purchased and the date and time for delivery of and payment for such Option SharesShares and/or Option Series A Warrants and/or Option Series B Warrants, which will not be later than three five Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Units does not occur on the Closing Date, the date and time of the closing for such Option Shares and/or Option Series A Warrants and/or Option Series B Warrants will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Series A Warrants and/or Option Series B Warrants specified in such notice. If any Option Shares and/or Option Series A Warrants and/or Option Series B Warrants are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares and/or Option Series A Warrants and/or Option Series B Warrants (subject to such adjustments to eliminate fractional securities shares as the Representative may determine) that bears the same proportion to the number of Firm Shares Units to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesUnits.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares, which will not be later than three Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities shares as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative as to all (or any part of the Option Shares at any time) or any part (, from time to time, within forty-five (45) days after the effective date (“Effective Date”) of the Option Shares within 45 days after the Closing DateRegistration Statement (as hereinafter defined). The Underwriters will are not be under any obligation to purchase exercise any of such Option Shares prior to the exercise portion of the Over-allotment OptionOption or purchase the Option Shares. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed within one business day by overnight mail or facsimile transmission setting forth the number of Option Shares to be purchased and purchased, the date and time for delivery of and payment for the Option Shares and stating that the Option Shares referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three Business Days full business days after the date of the notice or such other time as shall be agreed upon by notice, unless the Representative and the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed agree upon by the Company and the Representativean earlier date. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares ADSs within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares ADSs prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares ADSs to be purchased and the date and time for delivery of and payment for such Option SharesADSs, which will not be later than three Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares ADSs does not occur on the Closing Date, the date and time of the closing for such Option Shares ADSs will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares ADSs specified in such notice. If any Option Shares ADSs are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares ADSs (subject to such adjustments to eliminate fractional securities shares as the Representative may determine) that bears the same proportion to the number of Firm Shares ADSs to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesADSs.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-Over- allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares, which will not be later than three Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d1.1(c) hereof may be exercised by the Representative Broadband as to all (at any time) or any part (from time to time) of the Option Shares within 45 30 days after the Closing Effective Date. The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeBroadband, which must be confirmed in writing by overnight mail or facsimile transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such the Option Shares, which will not be later than three five Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeBroadband, at the offices of the Representative Broadband or at such other place as shall be agreed upon by the Company and the RepresentativeBroadband. If such delivery and payment for all of the Option Shares does Broadband Capital Management LLC ____________ ____________, 2009 Page 3 of 45 not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative Representatives as to all (or any part of the Optional ADSs at any time) or any part (, from time to time, within forty-five (45) days after the effective date ("Effective Date") of the Option Shares within 45 days after the Closing DateRegistration Statement (as hereinafter defined). The Underwriters will not be under any obligation to purchase any of such Option Shares Optional ADSs prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed within one (1) business day by a letter or telecopy setting forth the number of Option Shares Optional ADSs to be purchased and purchased, the date and time for delivery of and payment for the Optional ADSs and stating that the Optional ADSs referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm ADSs. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three Business Days full business days after the date of the notice or such other time as shall be agreed upon by notice, unless the Representatives and the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed agree upon by the Company and the Representativean earlier date. If such delivery and payment for all of the Option Shares Optional ADSs does not occur on the Closing Date, the date and time of the closing for such Option Shares Optional ADSs will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Optional ADSs specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) hereof 1.2.1hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and the Option Warrants or the Option Shares or the Option Warrants within 45 days after the Closing Effective Date. The Underwriters will shall not be under any obligation to purchase any of such Option Shares or Option Warrants prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or email or other electronic transmission in accordance with Section 9.1 hereof setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesShares and/or Option Warrants (the “Option Closing Date”), which will shall not be later than three the third (3rd) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or Option Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to convey to Option Shares and the Underwriters, andOption Warrants or the Option Shares or the Option Warrants, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be and/or Option Warrants then being purchased as set forth on in Schedule I opposite 1opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative Representatives as to all (or any part of the Optional ADSs at any time) or any part (, from time to time, within forty-five (45) days after the effective date (“Effective Date”) of the Option Shares within 45 days after the Closing DateRegistration Statement (as hereinafter defined). The Underwriters will not be under any obligation to purchase any of such Option Shares Optional ADSs prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed within one (1) business day by a letter or telecopy setting forth the number of Option Shares Optional ADSs to be purchased and purchased, the date and time for delivery of and payment for the Optional ADSs and stating that the Optional ADSs referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm ADSs. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three Business Days full business days after the date of the notice or such other time as shall be agreed upon by notice, unless the Representatives and the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed agree upon by the Company and the Representativean earlier date. If such delivery and payment for all of the Option Shares Optional ADSs does not occur on the Closing Date, the date and time of the closing for such Option Shares Optional ADSs will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Optional ADSs specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative Representatives as to all (or any part of the Option Shares at any time) or any part (, from time to time, within forty-five (45) days after the effective date ("Effective Date") of the Option Shares within 45 days after the Closing DateRegistration Statement (as hereinafter defined). The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed within one (1) business day by a letter or telecopy setting forth the number of Option Shares to be purchased and purchased, the date and time for delivery of and payment for the Option Shares and stating that the Option Shares referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three Business Days full business days after the date of the notice or such other time as shall be agreed upon by notice, unless the Representatives and the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed agree upon by the Company and the Representativean earlier date. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d1(c) hereof may be exercised by the Representative Representatives, as to all (at any time) or any part (from time to time) of the Option Shares within 45 forty-five (45) days after the Closing Effective Date. The Underwriters will not be under any obligation to purchase any of such Option Shares prior to before the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or email or facsimile transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares, which will not be later than three five (5) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of the Representative Representatives or at such other place as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for all of the such Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative Representatives may determine) that bears the same proportion to the number of Firm Shares to be purchased by it as set forth on Schedule I A opposite such Underwriter's name as the name total number of such Underwriter Option Shares to be purchased bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment right to exercise the Option granted in whole or in part, shall be effective, except as otherwise specifically limited herein, as follows: on and after the first anniversary of the date hereof, Employee may purchase up to ______ Shares; on and after the second anniversary of the date hereof, Employee may purchase up to an additional ______ Shares; and on and after the third anniversary of the date hereof, Employee may purchase up to an additional ______ Shares: provided, however, that if Employee is employed pursuant to an employment agreement with Employer, and such employment agreement expires without renewal prior to the second anniversary of the date hereof, then Employee shall have the right to exercise the Option with respect to all of the shares covered by the Option as of the last day of employment and for a period of ninety (90) days thereafter (as provided in Section 1(d5 hereof). Each of the rights to purchase Shares granted in the preceding sentence shall expire five (5) hereof years after the right to purchase the Shares became effective, except as otherwise specifically limited herein. The right to exercise this Option shall be accelerated (i) as provided in the Employment Agreement between Employee and ValueVision, and (ii) at the same times and under the same terms as stock options may be exercised accelerated in the case of an "Event" or "Fundamental Change" under the terms and provisions of the 2001 Omnibus Stock Plan of ValueVision. The purchase price of Shares acquired through exercise of any part of the Option shall be paid in full in cash at the time of exercise. Employee, as holder of the Option, shall not have any of the rights of a Shareholder with respect to the Shares covered by the Representative as Option except to the extent that one or more certificates for such Shares shall be delivered to Employee upon the due exercise of all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares, which will not be later than three Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 days after the Closing Effective Date. The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters will shall not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which shall be confirmed in writing by overnight mail or facsimile or other electronic transmission, setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesSecurities (the “Option Closing Date”), which will shall not be later than three one (1) Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Representative’s Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to convey to the Underwriters, andOption Securities, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares are to be purchased, and (ii) each Underwriter agreesof the Underwriters, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) and Option Warrants then being purchased that bears the same proportion to the number of Firm Shares to be purchased and/or Option Warrants as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) hereof may be exercised by the Representative as to all (holder hereof, in whole or in part, at any time) or any part (time and from time to timetime on or after December 1, 1994, (the "Commencement Date"), to and including the Final Exercise Date; provided, however, that Xxxxxx shall have no right to exercise an Option for less than 10,000 shares of the Company's stock at any one time unless (i) the Company otherwise agrees or (ii) less than 10,000 shares then remain subject to option by Xxxxxx under this Agreement. The Option may be exercised by the holder hereof by (i) the delivery of a properly completed Subscription Form in the form attached hereto, to the principal office of the Company at 0000 Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxxxx 00000-0000 (or such other office or agency of the Company as it may designate by notice in writing to the holder hereof) and (ii) payment to the Company, by cash or by certified check or bank draft, of the Option Exercise Price for the Option Shares within 45 days after the Closing Datebeing purchased. The Underwriters will not Company agrees that the Option Shares (including, without limitation, any fractional shares) so purchased shall be under any obligation deemed to purchase any be issued to the holder hereof as the record owner of such Option Shares prior as of the close of business on the date on which the Subscription Form shall have been delivered to the Company and payment made for such Option Shares as aforesaid. Certificates for the Option Shares so purchased shall be delivered to the holder hereof within a reasonable time, not exceeding five business days, after the Option shall have been so exercised. The Company represents and warrants to and agrees with the holder hereof and the holders of any and all Option Shares purchased pursuant to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number that each purchase of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares, which will not be later than three Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all exercise of the Option Shares does shall be free of, and there shall not occur on exist, any and all preemptive, preferential or other rights, options, warrants or agreements of any nature giving any person the Closing Date, right to acquire from the date and time Company any shares of capital stock of the closing for such Option Shares will be as set forth Company, except to the extent expressly disclosed in this Agreement. Without limiting the notice (hereinafter the “Option Closing Date”). Upon exercise generality of the Over-allotment Optionforegoing, the Company will become obligated agrees to convey issue any fractional shares of Common Stock with respect to which the Underwriters, and, subject to Option is exercised by Xxxxxx in accordance with the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shareshereof.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Units within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and payment for such Option SharesUnits, which will not be later than three five Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Units does not occur on the Closing Date, the date and time of the any closing for such Option Shares Units will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Units specified in such notice. If any Option Shares Units are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares Units (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears set forth in the same proportion written notice to the number of Firm Shares to be purchased as set forth on Schedule I opposite Company from the name of such Underwriter bears to the total number of Firm SharesRepresentative.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative on behalf of the Underwriters as to all (or any part of the Option Units at any time) or any part (, from time to time, but not more than twice, within forty-five days after the effective date ("Effective Date") of the Option Shares within 45 days after the Closing DateRegistration Statement (as hereinafter defined). The Underwriters will not be under any obligation to purchase any of such Option Shares Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed by a letter or telecopy setting forth the number of Option Shares Units to be purchased and purchased, the date and time for delivery of and payment for the Option Units and stating that the Option Units referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Units. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three Business Days five full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representativenotice, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representativeunless we mutually agree to an earlier date. If such delivery and payment for all of the Option Shares Units does not occur on the Closing Date, the date and time of the closing for such Option Shares Units will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Units specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative on behalf of the Underwriters as to all (or any part of the Option Securities at any time) or any part (, from time to time) of the Option Shares , within 45 forty-five days after the Closing DateEffective Date of the Registration Statement. The Underwriters will not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeGKN, which must be confirmed within 24 hours thereof by a letter or telecopy setting forth the number of Option Shares Securities to be purchased and purchased, the date and time for delivery of and payment for the Option Securities and stating that the Option Securities referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three Business Days five full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representativenotice, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representativeunless we mutually agree to an earlier date. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Securities will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d1(a)(iii)(A) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) for any number of the Option Shares within 45 days after the Closing Effective Date. The Underwriters will shall not be under any obligation to purchase any of such the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or email or facsimile or other electronic transmission setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for such the Option SharesShares (the "Option Closing Date"), which will shall not be later than three five (5) full Business Days after the date of the written notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Representative's Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to convey to the Underwriters, and, Option Shares subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of the Option Shares specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of the Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative Underwriters as to all (at any time) or any part (from time to time) of the Option Shares Additional Units within 45 thirty (30) days after the Closing Datedate of the Prospectus Supplement (as defined below). The Underwriters will shall not be under any obligation to purchase any of such Option Shares Additional Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeUnderwriters, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Additional Units to be purchased and the date and time for delivery of and payment for such the Additional Shares and Additional Warrants comprising the Additional Units (the “Option SharesClosing Date”), which will shall not be later than three five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriters, at the offices of the Representative A.G.P., or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriters. If such delivery and payment for all of the Option Shares Additional Units does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to convey to the Underwriters, andAdditional Units, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares Additional Units specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be Additional Units then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the Option Shares Securities within the earlier of (i) 45 days after the Closing Datedate of the Prospectus (as defined below) and (ii) the day the Company files its Annual Report on Form 10-K for the year ended December 31, 2018. The Underwriters will Underwriter shall not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for such the Option SharesSecurities (the “Option Closing Date”), which will shall not be later than three five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of the Representative Underwriter Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to convey to the Underwriters, andOption Securities, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriter the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchased, each notice and (ii) the Underwriter agrees, severally and not jointly, to shall purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesSecurities.

Exercise of Option. The Over-allotment Option granted pursuant ------------------ to Section 1(d) 1.2.1 hereof may be exercised by the Representative Underwriter as to all (or any part of the Option Securities at any time) or any part (, from time to time, within forty-five days after the effective date ("Effective Date") of the Option Shares within 45 days after the Closing DateRegistration Statement (as hereinafter defined). The Underwriters Underwriter will not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed by a letter or telecopy setting forth the number of Option Shares Securities to be purchased and purchased, the date and time for delivery of and payment for the Option Securities and stating that the Option Securities referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three Business Days five full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representativenotice. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Securities will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the UnderwritersUnderwriter, and, subject to the terms and conditions set forth herein, the Underwriters Underwriter will become obligated to purchase, the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative Underwriter as to all (or any part of the Option Securities at any time) or any part (, from time to time, within forty-five days after the effective date ("Effective Date") of the Option Shares within 45 days after the Closing DateRegistration Statement (as hereinafter defined). The Underwriters Underwriter will not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Overallotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed by a letter or telecopy setting forth the number of Option Shares Securities to be purchased and purchased, the date and time for delivery of and payment for the Option Securities and stating that the Option Securities referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three Business Days five full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representativenotice, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representativeunless we mutually agree to an earlier date. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Securities will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the UnderwritersUnderwriter, and, subject to the terms and conditions set forth herein, the Underwriters Underwriter will become obligated to purchase, the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or the Option Warrants, in any combination thereof, within 45 days after the Closing Effective Date. The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters will shall not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesShares and/or Option Warrants (the “Option Closing Date”), which will shall not be later than three one (1) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to convey to the Underwriters, andOption Shares, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be Securities then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Option granted ------------------ pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative on behalf of the Underwriters as to all (at any time) or any part (from time to time) of the Option Shares at any time (but not more than once) within 45 thirty (30) days after the Closing effective date ("Effective Date") of the Registration Statement (as hereinafter defined). The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed within twenty-four (24) hours by a letter or facsimile setting forth the number of Option Shares to be purchased and purchased, the date and time for delivery of and payment for the Option Shares and stating that the Option Shares referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three Business Days full business days after the date of the notice or such other time as shall be agreed upon by notice, unless the Representative and the Company and the Representative, at the offices of the Representative agree upon an earlier or at such other place as shall be agreed upon by the Company and the Representativelater date. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the The number of Option Shares (subject to such adjustments be sold to eliminate fractional securities as each Underwriter shall be the Representative may determine) number that bears the same proportion ratio to the aggregate number of Option Shares being purchased as the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter on Schedule I hereto (or such number increased as set forth in Section 7 hereof) bears to the total number of Firm SharesShares set forth on Schedule I hereto, subject, however, to such adjustments to eliminate any fractional shares as you in your sole discretion shall make.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the Closing Effective Date. The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment OptionSecurities. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or email or facsimile transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such Option SharesSecurities, which will not be later than three five (5) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the such Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Securities will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares Units to be purchased by it as set forth on Schedule I A opposite such Underwriter’s name as the name total number of such Underwriter Option Shares to be purchased bears to the total number of Firm SharesUnits. If any Option Warrants are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Warrants (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Units to be purchased by it as set forth on Schedule A opposite such Underwriter’s name as the total number of Option Warrants to be purchased bears to the total number of Firm Units.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative Underwriters as to all (or any part of the Option Shares at any time) or any part (, from time to time, within forty-five days after the effective date ("Effective Date") of the Registration Statement (as hereinafter defined). The Over-allotment Option Shares within 45 days after granted hereunder is for use by the Closing DateUnderwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Shares. The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeUnderwriters, which must be confirmed by a letter or telecopy setting forth the number of Option Shares to be purchased and purchased, the date and time for delivery of and payment for the Option Shares and stating that the Option Shares referred to therein are to be used for the purpose of covering over-allotments in con nection with the distribution and sale of the Firm Shares. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three Business Days full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representativenotice, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representativeunless we mutually agree to an earlier date. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Company will become obligated to convey to the Underwriters and the Underwriters will become obligated to purchase, purchase the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Overallotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Units within 45 days after the Closing Effective Date. The Underwriters will not be under any obligation to purchase any of such Option Shares Units prior to the exercise of the Over-allotment Overallotment Option. The Over-allotment Overallotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other form of electronic transmission, setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and payment for such the Option SharesUnits, which will not be later than three five Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative DLA’s Offices or at such other place or in such other manner as shall be agreed upon by the Company and the Representative. If such delivery of and payment for all of the Option Shares Units does not occur on the Closing Date, the date and time of the closing for such Option Shares Units will be as set forth in the notice (hereinafter hereinafter, the “Option Closing Date”). Upon exercise of the Over-allotment Overallotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Units specified in such notice. If any Option Shares Units are to be purchased, each Underwriter agrees, severally severally, and not jointly, to purchase the number of Option Shares Units (subject to such adjustments to eliminate fractional securities Units as the Representative Underwriters may determine) that bears the same proportion to the total number of Firm Shares Option Units to be purchased as the number of Firm Units set forth on in Schedule I A opposite the name of such Underwriter bears to the total number of Firm SharesUnits.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the Option Shares within 45 Units on or before forty five (45) days after the Closing effective date of the Registration Statement (as defined in Section 2.1.2 below) (the “Effective Date”). If the last day to exercise the option falls on a day that is not a Business Day, the expiration date of the option will be postponed to the next day that is a Business Day. The Underwriters Underwriter will not be under any obligation to purchase any of such Option Shares Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, Underwriter setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and payment for such the Option SharesUnits (the “Option Closing Date”), which will not be later than three five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of the Representative SRFF or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for all of the Option Shares Units does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the UnderwritersUnderwriter, and, subject to the terms and conditions set forth herein, the Underwriters Underwriter will become obligated to purchase, the number of Option Shares Units specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Allotment Option granted pursuant to Section 1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares or Option Warrants prior to the exercise of the Over-allotment Allotment Option. The Over-allotment Allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such Option SharesShares and/or Option Warrants, which will not be later than three Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or Option Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares and/or Option Warrants will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares and/or Option Warrants are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares and/or Option Warrants (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares Securities to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesSecurities.

Exercise of Option. The Over-allotment Allotment Option granted pursuant to Section 1(d1(c) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares, which will not be later than three five Business Days Days, or earlier than two Business Days, after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities shares as the Representative may determinedetermine provided that the total number of Option Shares shall not be reduced by such adjustment) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Closing Effective Date. The Underwriters will not be under any obligation to purchase any of such the Option Shares prior to the exercise of the Over-allotment OptionShares. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or email or facsimile transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares, which will not be later than three five Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the any closing for such Option Shares will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities shares as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased by it as set forth on Schedule I A opposite such Underwriter’s name as the name total number of such Underwriter Option Shares to be purchased bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(d) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the Closing Effective Date. The purchase price to be paid per Option Share shall be equal to $3.8316 per Option Share. The purchase price to be paid per Option Warrant shall be equal to $0.0093 per Option Warrant. The Underwriters will shall not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for such the Option SharesSecurities (the “Option Closing Date”), which will shall not be later than three two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to convey to the Underwriters, andOption Securities, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchasesell to the Underwriters the number of Option Securities specified in such notice, (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares then being purchased that the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesOption Shares and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased that the number of Option Warrants as set forth in Schedule 1 opposite the name of such Underwriter bears to the total number of Option Warrants, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.