Common use of Exercise of Option Clause in Contracts

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities within thirty (30) days after the date of the Prospectus (as defined below). The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than 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 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 the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities Additional Shares within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must shall be confirmed in writing by overnight mail or facsimile or other electronic transmission transmission, setting forth the number of Option Securities Additional Shares to be purchased and the date and time for delivery of and payment for the Option Securities Additional Shares (the “Option Closing Date”), which shall not be later than 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 Representative Counsel, 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 the Option Securities Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesAdditional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Additional Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Additional Shares then being purchased that the number of Firm Shares as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter 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 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the any combination of Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than 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 Representative Counsel, 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 the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of for the Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any the Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 the Option Securities to be purchased and the date and time for delivery of and payment for the Option Securities Shares and/or the Option Warrants (the “Option Closing Date”), which shall not be later than 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 Representative Counsel, 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 the Option Securities Shares and/or Option Warrants does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, Shares and/or Option Warrants subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of the Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of the Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(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 Securities within thirty (30) 45 days after the date of Effective Date. The purchase price to be paid per Option Share shall be equal to the Prospectus (as defined below)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 shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Option Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “"Option Closing Date”"), which shall not be later than 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 Representative Counsel, 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 the Option Securities does not occur on the Closing Date, the an Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter, subject to such adjustments as the Representative, in its sole discretion, shall determine.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities Shares and/or Option Warrants, in any confirmation thereof, within thirty (30) 45 days after the effective date (the “Effective Date”) of the Prospectus Registration Statement (as defined in Section 2.1.1 below). 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 shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must shall be confirmed in writing by overnight mail or facsimile or other electronic transmission transmission, setting forth the number of Option Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five one (51) 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 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 the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice notice, and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and Option Warrants then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter 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 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of any combination of Additional Securities from the Option Securities within thirty (30) date hereof until 45 days after the date of the Prospectus (as defined belowbelow)(the “Option Period”). The Underwriters shall not be under any obligation to purchase any Option Additional Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must shall be confirmed in writing by overnight mail or facsimile or other electronic transmission transmission, setting forth the number of Option Securities Additional Shares and/or Additional Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Additional Shares and/or Additional Warrants (the “Option Closing Date”), which shall not be later than 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 Representative Counsel, 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 the Option Securities Additional Shares and/or Additional Warrants does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Additional Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Additional Shares and/or Additional Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Additional Shares and/or Additional Warrants then being purchased that the number of Firm Securities as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Securities, 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 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Additional Shares within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must shall be confirmed in writing by overnight mail or facsimile or other electronic transmission transmission, setting forth the number of Option Securities Additional Shares to be purchased and the date and time for delivery of and payment for the Option Securities Additional Shares (the “Option Closing Date”), which shall not be later than 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 Representative Counsel, 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 the Option Securities Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesAdditional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Additional Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Additional Shares then being purchased that the number of Firm Shares as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter 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 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below). The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than 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 Representative Counsel, 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 the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Additional Securities within thirty (30) 45 days after the date of Effective Date. The purchase price to be paid per Additional Share shall be equal to the Prospectus (as defined below)price per Firm Share set forth in Section 1.1.1(ii) hereof and the purchase price to be paid per Additional Warrant shall be equal to the price per Firm Warrant set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Additional Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Additional Securities to be purchased and the date and time for delivery of and payment for the Option Additional Securities (the “Option Closing Date”), which shall not be later than 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 Representative Counsel, 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 the Option Additional Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Additional Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Additional Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Additional Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(c) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any of such Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail, electronic mail or facsimile or other electronic transmission setting forth the number of Option Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”)Securities, which shall will not be sooner than two nor later than 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 the Option Securities does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Securities will be as set forth in the noticenotice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Securities specified in such notice and (ii) notice. If any Option Securities are to be purchased, each of the UnderwritersUnderwriter agrees, acting severally and not jointly, shall to purchase that portion of the total number of Option Securities then being (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the number of Firm Securities to be purchased as set forth in on Schedule 1 A opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Securities.

Exercise of Option. The Over-allotment Allotment Option granted pursuant to this Section 1.2.1 hereof 1(b) may be exercised by the Representative as to all (at any time) or any part (from time to time) of any combination of the Option Securities within thirty (30) 45 days after the execution date of the Prospectus (as defined below)this Agreement. The Underwriters shall An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. The Over-allotment Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other by electronic transmission setting forth the number of Option Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the each, an “Option Closing Date”), which shall will not be earlier than two (2) Business Days nor later than five three (53) 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 the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect Allotment Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Securities specified in such notice and (ii) each notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Underwriters, acting severally and not jointly, shall purchase that portion of Over-Allotment Option by written notice to the total number of Company (except to the extent the Representative has exercised the Over-Allotment Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriteraccordance herewith).

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities Units, the Option Shares and/or the Option Warrants, as the case may be, within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five three (53) 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 Representative Counsel, 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 the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities Shares and/or Option Warrants within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities 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 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 Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares and/or Option Warrants (the “Option Closing Date”), which shall not be later than 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 Representative Counsel, 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 the Option Securities Shares and/or Option Warrants does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares and/or Option Warrants, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from by the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares and Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five one (51) 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 Representative Counsel, 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 the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and Option Warrants specified in such notice and (ii) each of subject to the terms and conditions set forth herein, the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth Shares and Option Warrants specified in Schedule 1 opposite the name of such Underwriternotice.

Exercise of Option. The Over-allotment Allotment Option granted pursuant to Section 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 Securities within thirty (30) Shares and the Option Warrants or the Option Shares or the Option Warrants 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities 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 oral notice to the Company from by the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission accordance with Section 9.1 hereof setting forth the number of Option Securities Shares to be purchased and the date and time for delivery of and payment for the Option Securities Shares and/or Option Warrants (the “Option Closing Date”), which shall not be later than 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 Representative Counsel, Underwriters 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 the Option Securities Shares and/or Option Warrants does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Allotment Option with respect to all or any portion of the Option SecuritiesShares and/or Option Warrants, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and, subject to the terms and (ii) each of conditions set forth herein, the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth Shares and/or Option Warrants specified in Schedule 1 opposite the name of any such Underwriternotice.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities within thirty forty-five (3045) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed on the same day as such oral notice is given in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than 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 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 the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1.1(c) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Additional Shares and/or Additional Warrants within thirty (30) 30 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Additional Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be promptly confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Additional Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”)Additional Securities, which shall must be at least one Business Day after the written notice is given and may not be earlier than the Closing Date nor later than five (5) full three Business Days after the date of the such 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 the Option Additional Securities does not occur on the Closing Date, the Option Closing Date date and time of the closing for such Additional Securities will be as set forth in the noticenotice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Additional Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriternotice.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities Shares and the Option Warrants or the Option Shares or the Option Warrants within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities 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 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 Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares and/or Option Warrants (the “Option Closing Date”), which shall not be later than five the third (53rd) 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 Representative Counsel, 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 the Option Securities Shares and/or Option Warrants does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares and the Option Warrants or the Option Shares or the Option Warrants, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which shall not be later than 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 Representative Counsel, 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 the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities within thirty (30) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters Underwriter shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be earlier than two (2) Business Days nor later than five three (53) 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 Representative Counsel, 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 the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Underwriter the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriter shall purchase that portion of the total number of Option Securities then being purchased as set forth specified in Schedule 1 opposite the name of such Underwriternotice.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Additional Securities within thirty (30) 45 days after the date of Effective Date. The purchase price to be paid per Additional Share shall be equal to the Prospectus (as defined below)price per Firm Share set forth in Section 1.1.1(ii) hereof. The purchase price to be paid per Additional Warrants shall be equal to the price per Firm Warrant set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Additional Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Additional Securities to be purchased and the date and time for delivery of and payment for the Option Additional Securities (the “Option Closing Date”), which shall not be later than 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 Representative Counsel, 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 the Option Additional Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Additional Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Additional Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Additional Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities Additional Shares within thirty (30) 45 days after the date of Effective Date. The purchase price to be paid per Additional Share shall be equal to the Prospectus (as defined below)price per Firm Share set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Securities Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must shall be confirmed in writing by overnight mail or facsimile or other electronic transmission transmission, setting forth the number of Option Securities Additional Shares to be purchased and the date and time for delivery of and payment for the Option Securities Additional Shares (the “Option Closing Date”), which shall not be later than 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 Representative Counsel, 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 the Option Securities Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesAdditional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Additional Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Additional Shares then being purchased as which the number of Firm Shares set forth in Schedule 1 2 opposite the name of such UnderwriterUnderwriter 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 1.2.1 hereof may be exercised by the Representative on behalf of the Underwriters as to all (or any part of the Option Shares at any time) or any part (, from time to time, within thirty days after the effective date ("Effective Date") of the Option Securities within thirty (30) days after the date of the Prospectus Registration Statement (as defined belowhereinafter defined). The Underwriters shall will not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company and the Attorney-in-Fact (as hereinafter defined) from the Representative, which must be confirmed in writing by overnight mail a letter or facsimile or other electronic transmission telecopy setting forth the number of Option Securities Shares to be purchased and purchased, the date and time for delivery of and payment for the Option Securities (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 notice is given at least two full business days prior to the Closing Date”), which shall 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 five (5) full Business Days 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 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 Representativenotice. If such delivery and payment for the Option Securities Units does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Units will be as set forth in the noticenotice (hereinafter "Option Closing Date"). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Securities Units specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriternotice.

Exercise of Option. The Over-allotment Allotment Option granted pursuant to this Section 1.2.1 hereof 1(b) may be exercised by the Representative as to all (at any time) or any part (from time to time) of any combination of the Option Securities within thirty (30) 45 days after the execution date of the Prospectus (as defined below)this Agreement. The Underwriters shall An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. The Over-allotment Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other by electronic transmission setting forth the number of Option Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares and/or Option Warrants (the each, an “Option Closing Date”), which shall will not be earlier than two (2) Business Days nor later than five three (53) 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 the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect Allotment Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Securities specified in such notice and (ii) each notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Underwriters, acting severally and not jointly, shall purchase that portion of Over-Allotment Option by written notice to the total number of Company (except to the extent the Representative has exercised the Over-Allotment Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriteraccordance herewith).

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities Shares within thirty (30) 45 days after the date of Effective Date. The purchase price to be paid per Option Share shall be equal to the Prospectus (as defined below)Firm Share purchase price. The Underwriters shall not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities Shares to be purchased and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which shall not be later than 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 Representative Counsel, 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 the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares then being purchased that the number of Firm Shares as set forth in on Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares (except as otherwise agreed to by the Underwriters).

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities Shares and/or Option Warrants within thirty (30) 45 days after the effective date (the “Effective Date”) of the Prospectus (as defined below)Registration Statement. The Underwriters shall not be under any obligation to purchase any Option Securities 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 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 Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares and/or Option Warrants (the “Option Closing Date”), which shall not be later than 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 Representative Counsel, 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 the Option Securities Shares and/or Option Warrants does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares and/or Option Warrants, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 any combination of Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities Shares, Option Preferred Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five three (53) 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 Representative Counsel, 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 the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares, Option Preferred Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares, Option Preferred Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities Shares and/or Option Warrants within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares and/or Option Warrants (the “Option Closing Date”), which shall not be no sooner than one (1) nor later than 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 Representative Counsel, 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 the Option Securities Shares and/or Option Warrants does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares and/or Option Warrants, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five one (51) 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 Representative Counsel, 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 the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and accompanying Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and accompanying Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Additional Securities within thirty (30) 45 days after the date of Effective Date. The purchase price to be paid per Additional Share shall be equal to the Prospectus (as defined below)price per Firm Share set forth in Section 1.1.1(ii) hereof. The purchase price to be paid per Additional Warrant shall be equal to the price per Firm Warrant set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Additional Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Additional Securities to be purchased and the date and time for delivery of and payment for the Option Additional Securities (the “Option Closing Date”), which such Option Closing Date shall not be later than 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 Representative Counsel, 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 the Option Additional Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Additional Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Additional Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Additional Securities then being purchased that the number of Firm Securities as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Securities, 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 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the any combination of Option Securities Shares and/or Option Warrants within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than 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 Representative Counsel, 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 the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter 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 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities ADSs within thirty forty-five (3045) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities ADSs prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission from the Representative to the Company setting forth the number of Option Securities ADSs to be purchased and the date and time for delivery of and payment for the Option Securities ADSs (the “Option Closing Date”), which shall not be later than 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 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 the Option Securities ADSs does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesADSs, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities ADSs specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities ADSs then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities ADSs within thirty forty-five (3045) days after the date of the Prospectus (as defined below). The Underwriters shall not be under any obligation to purchase any Option Securities ADSs prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities ADSs to be purchased and the date and time for delivery of and payment for the Option Securities ADSs (the “Option Closing Date”), which shall not be later than five two (52) 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 Representative Counsel, 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 the Option Securities ADSs does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesADSs, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities ADSs specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities ADSs then being purchased as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm ADSs, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Exercise of Option. The Over-allotment Subject to the provisions hereof and the Plan, the Option hereby granted pursuant to Section 1.2.1 hereof may shall be exercised by the Representative as to all (exercisable, at any time) time or any part (from time to time) time as aforesaid, during the lifetime of the Option Securities within thirty (30) days after Optionee, by the date Optionee only, or in the case of the Prospectus (as defined below). The Underwriters shall not be under any obligation to purchase any Option Securities prior Optionee's death, his or her legal personal representatives, heirs or legatees, to the exercise extent permitted in the Plan, delivering a notice in writing addressed to the Director, Human Resources of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by Company at its principal office in the giving City of oral notice Toronto, Ontario (or to such other person or address as the Company from the Representativemay in writing direct), which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth notice shall specify therein the number of Optioned Shares in respect of which this Option Securities to is being exercised and which shall be purchased and accompanied by payment in full of the date and time for delivery of and payment purchase price for the Option Securities (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date number of the notice or such other time as Optioned Shares specified therein. The type of consideration payable shall be agreed upon by the Company and the Representative, at the offices of 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 the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth provided in the noticeSection 11 below. Upon any such exercise of this Option as aforesaid (and providing that all applicable procedures for a valid exercise under the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms Plan and conditions set forth herein, (ithis Agreement are complied with) the Company shall become obligated forthwith cause the transfer agent and registrar of the Company to sell deliver to the Underwriters Optionee, his or her legal personal representatives, heirs or legatees or (subject to the Plan and applicable law and regulatory requirements) as he, she or they may otherwise direct in the notice of exercise of option a share certificate or certificates in the name of the Optionee or his or her legal personal representatives, heirs or legatees, or as he or they may have otherwise directed, representing in the aggregate such number of Option Securities Optioned Shares as shall have been specified in such notice and (ii) each paid for. An Optionee shall not have any rights as a shareholder of the Underwriters, acting severally and not jointly, shall purchase that portion Company with respect to any of the total number Shares covered by such Option until the date of Option Securities then being purchased as set forth in Schedule 1 opposite issuance of the name Shares on the records of the Company maintained by its registrar and transfer agent upon the exercise of such UnderwriterOption, in full or in part, and then only with respect to the Shares being issued. Without in any way limiting the generality of the foregoing, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such Shares are issued.

Exercise of Option. The Over-allotment Allotment Option granted pursuant to Section 1.2.1 hereof 1(d) may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares and/or Option Warrants within thirty (30) 45 days after the date of the Prospectus (as defined below)Closing Date. The Underwriters shall will not be under any obligation to purchase any of such Option Securities 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 oral written 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 Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the such Option Securities (the “Shares and/or Option Closing Date”)Warrants, which shall will not be later than 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 Securities Shares and/or Option Warrants does not occur on the Closing Date, the date and time of any closing for such Option Closing Date Shares and/or Option Warrants will be as set forth in the noticenotice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option with respect Allotment Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) notice. If any Option Shares and/or Option Warrants are to be purchased, each of the UnderwritersUnderwriter agrees, acting severally and not jointly, shall to purchase that portion of the total number of Option Securities then being purchased Shares and/or Option Warrants (subject to such adjustments to eliminate fractional shares as the Representative may determine) set forth in Schedule 1 opposite the name of such Underwriterwritten notice to the Company from the Representative.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities Shares within thirty (30) 45 days after the date of the Prospectus (as defined below)this Agreement. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than 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 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 the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Notwithstanding anything to the contrary in the foregoing, in any Over-allotment Exercise, the Underwriters may purchase full Option Units, or only Option Shares and/or Option Warrants, or any combination of Option Shares and Option Warrants. If Option Shares are purchased, the price shall equal the price per Firm Unit set forth in Section 1.1.1 above less $0.01, and the purchase price per Option Warrant shall be $0.01.The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities Units to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five one (51) 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 Representative Counsel, 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 the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Units specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Units then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof 1(c) may be exercised by the Representative Representative, as to all (at any time) or any part (from time to time) of the Option Securities Units or Option Shares and/or Option Warrants within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any of such Option Securities prior to Units and/or Option Shares and/or Option Warrants before the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Option Securities Units, or Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the such Option Securities (the “Option Closing Date”)Securities, which shall will not be later than 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 the such Option Securities does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Securities will be as set forth in the noticenotice (hereinafter the "Option Closing Date"). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Securities specified in such notice and (ii) notice. If any Option Securities are to be purchased, each of the UnderwritersUnderwriter agrees, acting severally and not jointly, shall to purchase the number of Option Securities (subject to such adjustments to eliminate fractional securities as the Representative may determine) that portion bears the same proportion to the number of Firm Securities to be purchased by it as set forth on Schedule A opposite such Underwriter's name as the total number of Option Securities then being to be purchased as set forth in Schedule 1 opposite bears to the name total number of such UnderwriterFirm Securities.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities Shares on or within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities Shares to be purchased and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which shall not be later than five one (51) full Business Days after the date of the notice and the written confirmation or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel, 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 the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the noticenotice and the written confirmation. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares specified in such notice and the written confirmation and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that pro-rata portion of the total number of Option Securities Shares then being purchased with reference to the number of shares as set forth in “Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised” on Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 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 Securities Shares and/or the Option Warrants within thirty (30) 45 days after the date of the Prospectus (as defined below)Closing Date. The Underwriters shall will not be under any obligation to purchase any of such Option Securities 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 oral written 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 Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the such Option Securities (the “Shares and/or Option Closing Date”)Warrants, which shall will not be later than 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 Securities Shares and/or Option Warrants does not occur on the Closing Date, the date and time of any closing for such Option Closing Date Shares and/or Option Warrants will be as set forth in the noticenotice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) notice. If any Option Shares and/or Option Warrants are to be purchased, each of the UnderwritersUnderwriter agrees, acting severally and not jointly, shall to purchase that portion of the total number of Option Securities then being purchased Shares and/or Option Warrants (subject to such adjustments to eliminate fractional shares as the Representative may determine) set forth in Schedule 1 opposite the name of such Underwriterwritten notice to the Company from the Representative.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 any combination of Option Securities Shares and/or Option Class A Warrants and/or Option Class B Warrants within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters Underwriter shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities Shares and/or Option Class A Warrants and/or Option Class B Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than 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 Representative Counsel, 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 the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Underwriter the number of Option Securities Shares and/or Option Class A Warrants and/or Option Class B Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriter shall purchase that portion of the total number of Option Securities then being purchased as set forth Shares and/or Option Class A Warrants and/or Option Class B Warrants specified in Schedule 1 opposite the name of such Underwriternotice.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities Shares within thirty (30) 30 days after the date of Effective Date. The purchase price to be paid per Option Share shall be equal to the Prospectus (as defined below)Firm Share purchase price. The Underwriters shall not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities Shares to be purchased and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which shall not be later than 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 Representative Counsel, 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 the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares then being purchased that the number of Firm Shares as set forth in on Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares (except as otherwise agreed to by the Underwriters).

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities Shares and/or Option Warrants within thirty (30) 45 days after the effective date (the “Effective Date”) of the Prospectus (as defined below)Registration Statement. The Underwriters shall not be under any obligation to purchase any Option Securities 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 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 Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares and/or Option Warrants (the “Option Closing Date”), which shall not be earlier than two (2) full Business Days or later than 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 Representative Counsel, 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 the Option Securities Shares and/or Option Warrants does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares and/or Option Warrants, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities within thirty (30) 45 days after the date of the Prospectus (as defined below). The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than 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 Representative Counsel, 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 the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Securities, 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 1.2.1 1(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 Securities ADSs within thirty (30) 30 days after the date of the Prospectus (as defined below)Closing Date. The Underwriters shall not be under any obligation to purchase any of the Option Securities ADSs prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities ADSs to be purchased and the date and time for delivery of and payment for the Option Securities ADSs (the “Option Closing Date”), which shall not be later than 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 Representative Counsel, 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 the Option Securities ADSs does not occur on the Closing Date, the Option Closing Date will be as set forth in the noticeOption Notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, ADSs subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of the Option Securities ADSs specified in such notice the Option Notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriters shall purchase that portion of the total number of the Option Securities then being purchased ADSs as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm ADSs.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities Shares within thirty (30) 45 days after the date of the Prospectus (as defined below). The Underwriters Underwriter shall not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities Shares to be purchased and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which shall not be later than five (5) full Business Days Days, nor less 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 Representative Counsel, 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 the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Underwriter the number of Option Securities Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriter shall purchase that portion of the total number of Option Securities Shares then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities within thirty (30) 45 days after the date of Effective Date. The purchase price to be paid per Option Share shall be equal to the Prospectus (as defined below)Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five one (51) 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 Representative Counsel, 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 the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and accompanying Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and accompanying Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission transmission, setting forth the number of Option Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares and/or Option Warrants (the “Option Closing Date”), which shall not be later than five one (51) 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, Representative at the offices of Representative Counsel, 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 the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as the maximum number of Option Shares and/or Option Warrants set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the maximum number of Option Shares and/or Option Warrants that may be issued pursuant to the Over-allotment Option set forth in Schedule 1.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities Shares and/or Option Warrants in any combination thereof within thirty (30) 45 days after the date of Effective Date. The purchase price to be paid per Option Share shall be equal to the Prospectus (as defined below)Share Purchase Price. The purchase price to be paid per Option Warrant shall be equal to the Warrant Purchase Price. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five two (52) 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 Representative Counsel, 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 the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and notice, (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares then being purchased that the number of Firm Shares as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm 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 as set forth in Schedule 1, 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 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Additional Securities within thirty (30) 45 days after the date of Effective Date. The purchase price to be paid per Additional Warrant shall be equal to $0.01 per Additional Warrant. The purchase price to be paid per Additional Share shall be equal to the Prospectus (as defined below)price per Firm Security set forth in Section 1.1.1(ii) hereof, less the price per Warrant. The purchase price for the Additional Securities that include both Additional Warrants and Additional Shares shall be equal to the price per Firm Security set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Additional Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission transmission, setting forth the number of Option Additional Securities to be purchased and the date and time for delivery of and payment for the Option Additional Securities (the “Option Closing Date”), which shall not be later than 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 Representative Counsel, 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 the Option Additional Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Additional Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Additional Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Additional Securities then being purchased as which the number of Firm Securities set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Securities, 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 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)this Agreement. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than 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 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 the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 any combination of Option Securities within thirty forty-five (3045) days after the date of the Prospectus (as defined below)Closing Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral written notice to the Company and the Selling Stockholders from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares and/or Option Company Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than 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 Representative Counsel, Representative’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company Company, the Selling Stockholders and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Company Offering Option Securities Shares and/or Option Company Warrants specified in such notice notice, (ii) the Selling Stockholders shall become obligated to sell to the Underwriters the number of Selling Stockholder Option Shares specified in such notice, and (iiiii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Company Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities Units within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Securities Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities Units to be purchased and the date and time for delivery of and payment for the Option Securities (Units. If such notice is given two full business days prior to the “Option Closing Date”), which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, delivery of and payment for the Option Units shall not be later than five (5) made at 10:00 a.m., New York time, on the third full Business Days business day after the date of the notice or such other time as shall be agreed upon by the Company Representative and the RepresentativeCompany, 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 Representative and the RepresentativeCompany. If such delivery and payment for the Option Securities Units does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Units will be as set forth in the noticenotice (hereinafter "Option Closing Date"). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Securities Units specified in such notice and (ii) notice. Such Option Units shall be purchased for the account of each of Underwriter in whatever proportion the Underwriters, acting severally and not jointly, Representative shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriterdetermine.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) for any combination of the Option Securities Shares and/or Option Warrants within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any the Option Securities 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 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 the Option Securities Shares and/or the Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares and/or the Option Warrants (the “Option Closing Date”), which shall not be later than 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 Representative Counsel, 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 the Option Securities Shares and/or the Option Warrants does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, Shares and/or the Option Warrants subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of the Option Securities Shares and/or the Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of the Option Securities Shares and/or the Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities Shares and/or Option Warrants within thirty (30) 30 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities Sections to be purchased and the date and time for delivery of and payment for the Option Securities (the each, an “Option Closing Date”), which shall will not be earlier than one (1) or later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon in writing by the Company and the Representative, at the offices of Representative Counsel, MW or at such other place (including remotely by facsimile or other electronic transmissiontransmission of executed documents) as shall be agreed upon in writing by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect Option, the Company will be obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall become Underwriters will be obligated to sell to the Underwriters purchase, the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriternotice.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time, on one or more occasions) of the Option Securities within thirty forty-five (3045) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five one (51) 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 Representative Counsel, 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 the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(b)(i) hereof may be exercised by the Representative as to all (at any time) or any part portion (from time to time) of the Option Securities within thirty (30) 45 days after the date of Effective Date. The purchase price to be paid per Option Securities shall be equal to the Prospectus (as defined below)Purchase Price. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must shall be confirmed in writing by overnight mail or facsimile or other electronic transmission transmission, setting forth the number of Option Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than 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 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 the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number same percentage of Option Securities then being as the percentage of Firm Units that it purchased as set forth in Schedule 1 opposite the name of such Underwriterpursuant to Section 1(a).

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Additional Securities within thirty (30) 45 days after the date of Effective Date. The purchase price to be paid per Additional Security shall be equal to the Prospectus (as defined below)price per Firm Share and Firm Warrant set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Securities Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must shall be confirmed in writing by overnight mail or facsimile or other electronic transmission transmission, setting forth the number of Option Additional Securities to be purchased and the date and time for delivery of and payment for the Option Additional Securities (the “Option Closing Date”), which shall not be later than 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 Representative Counsel, 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 the Option Additional Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Additional Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Additional Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Additional Securities then being purchased as which the number of Firm Securities set forth in Schedule 1 2 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Securities, 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 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five one (51) 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 Representative Counsel, or Counselor 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 the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Overallotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative on behalf of the Underwriters as to all (or any part of the Option Shares at any time) or any part (, from time to time) of the Option Securities , within thirty forty-five (3045) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Overallotment Option. The Over-allotment Overallotment Option granted hereby may be exercised by the giving of oral notice to the Company Selling Shareholders from the Representative, which must be confirmed in writing by overnight mail a letter or facsimile or other electronic transmission telecopy to the Selling Shareholders by the Representative within 24 hours of such oral notice setting forth the number of Option Securities Shares to be purchased and purchased, the date and time for delivery of and payment for the Option Securities Shares and stating that the Option Shares referred to therein are to be used for the purpose of covering overallotments in connection with the distribution and sale of the Firm Shares. If such notice is given two (2) full business days prior to the “Option Closing Date”), which the date set forth therein for such delivery and payment shall be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment shall not be later earlier than five (5) full Business Days 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 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 Representativenotice. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the date and time of the closing for such Option Closing Date will Shares shall be as set forth in the noticenotice (the "Option Closing Date"). Upon exercise of the Over-allotment Overallotment Option, the Selling Shareholders shall become obligated to convey to the Underwriters the number of Option with respect to all or any portion of the Option SecuritiesShares specified in such notice, and, subject to the terms and conditions set forth herein, (i) the Company each Underwriter shall become be obligated to sell purchase the percentage of the Option Shares as is equal to the Underwriters percentage of Firm Shares that such Underwriter is purchasing, as adjusted by the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased Representative so as set forth in Schedule 1 opposite the name of such Underwriterto avoid fractional shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 any combination of Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The purchase price to be paid per Option Warrant shall be equal to $0.0001 per Option Warrant. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities Shares and Option Preferred Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than 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 Representative Counsel, 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 the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares, Option Preferred Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares, Option Preferred Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities within thirty forty-five (3045) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-Over- allotment Option granted hereby may be exercised by the giving of 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 Securities Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the each, an “Option Closing Date”), which shall not be later than five one (51) 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 Representative Counsel, 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 the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Over- allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of will become obligated to purchase, the total number of Option Securities then being purchased as set forth specified in Schedule 1 opposite the name of such Underwriternotice.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (or any part of the Option Securities at any time) or any part (, from time to time) of the Option Securities , within thirty (30) forty-five days after the effective date of the Prospectus Registration Statement (as defined below"Effective Date"). The Underwriters shall Representative will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail a letter or facsimile or other electronic transmission telecopy setting forth the number and type of Option 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 notice is given at least two full business days prior to the Closing Date”), which shall 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 five (5) full Business Days 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 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 Representativenotice. If such delivery and payment for the Option Securities does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Securities will be as set forth in the noticenotice (hereinafter the "Option Closing Date"). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesRepresentative, and, subject to the terms and conditions set forth herein, (i) the Company shall Representative will become obligated to sell to the Underwriters purchase, the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriternotice.

Exercise of Option. The Over-allotment Option subscription Allowance granted pursuant to Section 1.2.1 1(b)(i) hereof may be exercised by the Representative Placement Agent as to all (at any time) or any part (from time to time) of the Option Securities Units within thirty (30) 45 days after the date of the Prospectus (as defined below)this Agreement. The Underwriters Placement Agent shall not be under any obligation to purchase any Option Securities Units prior to the exercise of the Over-allotment Optionsubscription Allowance. The Over-allotment Option subscription Allowance granted hereby may be exercised by the Placement Agent giving of oral notice to the Company from the RepresentativeCompany, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Units to be purchased and the date and time for delivery of and payment for the Option Securities Units (the “Option Closing Date”), which shall not be later than 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 RepresentativePlacement Agent, at the offices of Representative Placement Agent Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativePlacement Agent. If such delivery and payment for the Option Securities Units does not occur on the Option Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option subscription Allowance with respect to all or any portion of the Option SecuritiesUnits, subject to the terms and conditions set forth herein, (ix) the Company shall become obligated to sell make available to the Underwriters Placement Agent the number of Option Securities Units specified in such notice and (iiy) each the Placement Agent shall facilitate the purchase of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased Units on the same terms as set forth in Schedule 1 opposite the name of such UnderwriterUnits.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Additional Securities within thirty (30) 45 days after the date of Effective Date. The purchase price to be paid per Additional Security shall be equal to the Prospectus (as defined below)price per Firm Share and Firm Warrant set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Securities Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must shall be confirmed in writing by overnight mail or facsimile or other electronic transmission transmission, setting forth the number of Option Additional Securities to be purchased and the date and time for delivery of and payment for the Option Additional Securities (the “Option Closing Date”), which shall not be later than 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 Representative Counsel, 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 the Option Additional Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Additional Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Additional Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Additional Securities then being purchased as which the number of Firm Securities set forth in Schedule 1 4 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Securities, 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 1.2.1 1.1(c) hereof may be exercised by the Representative as to all (at any time) or any part (of the Additional Shares and/or Additional Warrants at any time and from time to time) of the Option Securities time within thirty (30) 30 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Additional Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be promptly confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Additional Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”)Additional Securities, which shall must be at least one Business Day after the written notice is given and may not be earlier than the Closing Date nor later than five (5) full three Business Days after the date of the such 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 the Option Additional Securities does not occur on the Closing Date, the Option Closing Date date and time of the closing for such Additional Securities will be as set forth in the noticenotice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Additional Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriternotice.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(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 Securities within thirty (30) 45 days after the date of Effective Date. The purchase price to be paid per Option Share shall be equal to the Prospectus (as defined below)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 shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Option Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “"Option Closing Date”"), which shall not be later than five two (52) 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 Representative Counsel, 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 the Option Securities does not occur on the Closing Date, the an Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter, subject to such adjustments as the Representative, in its sole discretion, shall determine.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities within thirty (30) 45 days after the date of Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Prospectus (as defined below)Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five two (52) 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 Representative Counsel, 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 the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and accompanying Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and accompanying Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1.1(b) hereof may be exercised by the Representative Broadband as to all (at any time) or any part (from time to time) of the Option Securities Shares within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company and the Selling Stockholder from the RepresentativeBroadband, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Securities Shares to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”)Shares, which shall will not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company Company, the Selling Stockholder and the RepresentativeBroadband, at the offices of Representative Counsel, Broadband or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company Company, the Selling Stockholder and the RepresentativeBroadband. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Shares will be as set forth in the noticenotice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option with respect Option, the Selling Stockholder will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Securities Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriternotice.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities within thirty (30) 45 days after the date Effective Date of the Prospectus Registration Statement (as defined in Section 2.1.1 below). The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares and/or Option Warrants (the “Option Closing Date”), which shall not be later than five two (52) 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 Representative Counsel, 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 the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof 1(c) may be exercised by the Representative Representative, as to all (at any time) or any part (from time to time) of the Option Securities Units within thirty forty-five (3045) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any of such Option Securities prior to Units before the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Option Securities Units to be purchased and the date and time for delivery of the shares of Common Stock and Series A Warrants that form a part of the Option Units (the “Option Securities”) and payment for the Option Securities (the “Option Closing Date”)Units, which shall will not be later than 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 of the Option Securities and payment for the such Option Securities Units does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Units will be as set forth in the noticenotice (hereinafter the "Option Closing Date"). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Securities Units specified in such notice and (ii) notice. If any Option Units are to be purchased, each of the UnderwritersUnderwriter agrees, acting severally and not jointly, shall to purchase the number of Option Units (subject to such adjustments to eliminate fractional securities as the Representative may determine) that portion 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 Securities then being Units to be purchased as set forth in Schedule 1 opposite bears to the name total number of such UnderwriterFirm Units.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Closing Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five the third (53rd) 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 Representative Counsel, 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 the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and accompanying Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and accompanying Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities Shares and/or the Option Warrants within thirty (30) 45 days after the effective date (the “Effective Date”) of the Prospectus (as defined below)Registration Statement. The Underwriters shall not be under any obligation to purchase any Option Securities 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 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 Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares and/or Option Warrants (the “Option Closing Date”), which shall not be earlier than two (2) full Business Days or later than 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 Representative Counsel, 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 the Option Securities Shares and/or Option Warrants does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares and/or Option Warrants, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities within thirty forty-five (3045) days after the date of the Prospectus (as defined below). The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the each, an “Option Closing Date”), which shall not be later than 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 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 the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Allotment Option granted pursuant to Section 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 Securities Shares and/or Option Warrants within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Allotment Option. The Over-allotment Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from by the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission accordance with Section 9.1 hereof setting forth the number of Option Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than 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 Representative Counsel, Lucosky Xxxxxxxx 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 the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and, subject to the terms and (ii) each of conditions set forth herein, the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth Shares and/or Option Warrants specified in Schedule 1 opposite the name of such Underwriternotice.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Additional Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters purchase price to be paid per Additional 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 Additional Warrant shall be equal to the price per Firm Warrant set forth in Section 1.1.1(ii) hereof. The Representative shall not be under any obligation to purchase any Option Additional Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must shall be confirmed in writing by overnight mail or facsimile or other electronic transmission transmission, setting forth the number of Option Additional Securities to be purchased and the date and time for delivery of and payment for the Option Additional Securities (the “Option Closing Date”), which shall not be later than 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 Representative Counsel, 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 the Option Additional Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Additional Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Representative the number of Option Additional Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriternotice.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities Additional Shares within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must shall be confirmed in writing by overnight mail or facsimile or other electronic transmission transmission, setting forth the number of Option Securities Additional Shares to be purchased and the date and time for delivery of and payment for the Option Securities Additional Shares (the “Option Closing Date”), which shall not be later than five one (51) 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 Representative Counsel, 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 the Option Securities Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesAdditional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Additional Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Additional Shares then being purchased that the number of Firm Shares as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter 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 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five one (51) 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 Representative Counsel, 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 the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and Option Warrants then being purchased as set forth in on Schedule 1 opposite the name of such Underwritersuch.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities within thirty (30) 30 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five one (51) 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 Representative Counsel, 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 the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than 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 Representative Counsel, 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 the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesSecurities , subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities within thirty forty five (3045) days after the date of the Prospectus (as defined below)Closing Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five one (51) 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 Representative Counsel, 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 the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Securities, 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 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty forty-five (3045) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the each, an “Option Closing Date”), which shall not be later than five one (51) 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 Representative Counsel, 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 the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of will become obligated to purchase, the total number of Option Securities then being purchased as set forth specified in Schedule 1 opposite the name of such Underwriternotice.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Closing Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities and/or Option Pre-Funded Warrants to be purchased and the date and time for delivery of and payment for the Option Securities and/or Option Pre-Funded Warrants (the “Option Closing Date”), which shall not be later than five two (52) 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 Representative Counsel, 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 the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities Shares and/or Option Warrants within thirty forty-five (3045) days after the date of the Prospectus (as defined below). The Underwriters shall not be under any obligation to purchase any Option Securities 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 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 Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares and/or Option Warrants (the “Option Closing Date”), which shall not be later than 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 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 the Option Securities Shares and/or Option Warrants does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares and/or Option Warrants, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities Shares within thirty (30) 45 days after the date of the Prospectus (as defined below). The Underwriters shall not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities Shares to be purchased and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which shall not be earlier than two (2) full Business Days or later than 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 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 the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)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 shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five two (52) 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 Representative Counsel, 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 the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and notice, (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares then being purchased that the number of Firm Shares as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm 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 as set forth in Schedule 1, 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 1.2.1 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) of the Option Securities , within thirty forty-five (3045) days after the effective date ("Effective Date") of the Prospectus Registration Statement (as defined belowhereinafter defined). The Underwriters shall Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing within one (1) business day by overnight mail a letter or facsimile or other electronic transmission telecopy setting forth the number of Option 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 notice is given at least two full business days prior to the Closing Date”), which shall 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 five (5) three full Business Days 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 Representative Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed agree upon by the Company and the Representativean earlier date. If such delivery and payment for the Option Securities does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Securities will be as set forth in the noticenotice (hereinafter the "Option Closing Date"). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriter, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriter will become obligated to sell to the Underwriters purchase, the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriternotice.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Additional Securities within thirty forty-five (3045) days after the date of Effective Date. The purchase price to be paid per Additional Share shall be equal to the Prospectus (as defined below)price per Firm Share set forth in Section 1.1.1(ii) hereof. The purchase price to be paid per Additional Warrant shall be equal to the price per Firm Warrant set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Additional Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Additional Securities to be purchased and the date and time for delivery of and payment for the Option Additional Securities (the “Option Closing Date”), which such Option Closing Date shall not be later than 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 Representative Counsel, the 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 the Option Additional Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Additional Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Additional Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Additional Securities then being purchased that the number of Firm Securities as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Securities, 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 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities and/or Option Pre-Funded Warrants to be purchased and the date and time for delivery of and payment for the Option Securities and/or Option Pre-Funded Warrants (the “”Option Closing Date”), which shall not be later than five one (51) 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 Representative Counsel, 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 the Option Securities and/or Option Pre-Funded Warrants does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesSecurities and/or Option Pre-Funded Warrants, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities and/or Option Pre-Funded Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities and/or Option Pre-Funded Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof 1(c) may be exercised by the Representative Representatives, as to all (at any time) or any part (from time to time) of the Option Securities Units within thirty forty-five (3045) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall will not be under any obligation to purchase any of such Option Securities prior to Units before the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or email or facsimile or other electronic transmission setting forth the number of Option Securities Units to be purchased and the date and time for delivery of the shares of Common Stock and Series A Warrants that form a part of the Option Units (the “Option Securities”) and payment for the Option Securities (the “Option Closing Date”)Units, which shall will not be later than 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 Representative Counsel, the Representatives 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 of the Option Securities and payment for the such Option Securities Units does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Units will be as set forth in the noticenotice (hereinafter the "Option Closing Date"). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Securities Units specified in such notice and (ii) notice. If any Option Units are to be purchased, each of the UnderwritersUnderwriter agrees, acting severally and not jointly, shall to purchase the number of Option Units (subject to such adjustments to eliminate fractional securities as the Representatives may determine) that portion 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 Securities then being Units to be purchased as set forth in Schedule 1 opposite bears to the name total number of such UnderwriterFirm Units.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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) of the Option Securities , within thirty (30) forty-five days after the effective date of the Prospectus Registration Statement (as defined below"Effective Date"). The Underwriters shall Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral or written notice to the Company from the Representative, Underwriter (any such oral notice which must be confirmed in writing by overnight mail a letter or facsimile telecopier notice within twenty-four hours or other electronic transmission such oral notice) setting forth the number of Option Securities to be purchased and purchased, the date and time for delivery of of, and payment for for, the Option Securities, and stating that the Option Securities (referred to therein are to be used only for the “Option purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such notice is given at least two full business days prior to the Closing Date”), which shall 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 five (5) full Business Days 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 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 Representativenotice. If such delivery and payment for the Option Securities does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Securities will be as set forth in the noticenotice (hereinafter the "Option Closing Date"). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriter, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriter will become obligated to sell to the Underwriters purchase, the number of Option Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriternotice.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Additional Securities within thirty (30) 45 days after the date of the Prospectus (as defined below). The purchase price per Additional 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 Additional Warrant shall be equal to the price per Firm Warrant set forth in Section 1.1.1.(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Additional Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Additional Securities to be purchased and the date and time for delivery of and payment for the Option Additional Securities (the “Option Closing Date”), which shall not be later than 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 Representative Counsel, 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 the Option Additional Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Additional Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Additional Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Additional Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter...

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Closing Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five one (51) 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 Representative Counsel, 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 the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and accompanying Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and accompanying Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 any combination of Option Securities Shares and/or Option Warrants within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters Underwriter shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than 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 Representative Counsel, 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 the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein,, (i) the Company shall become obligated to sell to the Underwriters Underwriter the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriter shall purchase that portion of the total number of Option Securities then being purchased as set forth Shares and/or Option Warrants specified in Schedule 1 opposite the name of such Underwriternotice.

Exercise of Option. The Over-allotment Overallotment Option granted pursuant to Section 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) of the Option Securities , within thirty forty-five (3045) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters Underwriter shall not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Overallotment Option. The Over-allotment Overallotment Option granted hereby may be exercised by the giving of oral, written or telegraphic notice (any such oral notice to be confirmed by letter or telecopy within 24 hours of such oral notice) to the Company from by the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission Representative setting forth the number of Option Securities Shares to be purchased and purchased, the date and time for delivery of and payment for the Option Securities Shares and stating that the Option Shares referred to therein are to be used for the purpose of covering overallotments in connection with the distribution and sale of the Firm Shares. If such notice is given two (2) full business days prior to the “Option Closing Date”), which the date set forth therein for such delivery and payment shall be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment shall not be later earlier than five (5) full Business Days 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 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 Representativenotice. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the date and time of the closing for such Option Closing Date will Shares shall be as set forth in the noticenotice (the "Option Closing Date"). Upon exercise of the Over-allotment Overallotment Option, the Company shall convey to the Underwriter the number of Option with respect to all or any portion of the Option SecuritiesShares specified in such notice, and, subject to the terms and conditions set forth herein, (i) the Company Underwriter shall become obligated to sell to the Underwriters the number of Option Securities specified in such notice and (ii) each purchase all of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities then being purchased as set forth in Schedule 1 opposite the name of such UnderwriterShares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities within thirty (30) 45 days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Securities Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than five one (51) 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 Representative Counsel, 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 the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and accompanying Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and accompanying Option Warrants then being purchased as set forth in on Schedule 1 opposite the name of such Underwritersuch.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Additional Securities within thirty (30) 45 days after the date of the Prospectus (as defined below). The purchase price per Additional 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 Additional Warrant shall be equal to the price per Firm Warrant set forth in Section 1.1.1.(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Additional Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Additional Securities to be purchased and the date and time for delivery of and payment for the Option Additional Securities (the “Option Closing Date”), which shall not be later than 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 Representative Counsel, 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 the Option Additional Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Additional Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Additional Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Additional Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Additional Securities within thirty (30) 45 days after the date of Effective Date. The purchase price to be paid per Additional Share shall be equal to the Prospectus (as defined below)price per Firm Share set forth in Section 1.1.1(ii) hereof and the purchase price to be paid per Additional Warrant shall be equal to the price per Firm Warrant set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Additional Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of 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 Additional Securities to be purchased and the date and time for delivery of and payment for the Option Additional Securities (the “Option Closing Date”), which shall not be later than 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 Representative Counsel, XxXxxxxxx 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 the Option Additional Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Additional Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Additional Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Additional Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 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 Securities Shares and the Option Warrants or the Option Shares or the Option Warrants within thirty forty-five (3045) days after the date of the Prospectus (as defined below)Effective Date. The Underwriters shall not be under any obligation to purchase any Option Securities 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 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 Securities Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares and/or Option Warrants (the “Option Closing Date”), which shall not be later than five the third (53rd) 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 Representative Counsel, Counsel or at such other place (including remotely by facsimile or other electronic transmissiontransmissions) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares and/or Option Warrants does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares and the Option Warrants or the Option Shares or the Option Warrants, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Securities Shares and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Securities Shares and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.. 2 Unit offering price minus $0.01 multiplied by 92%