Common use of Top-Up Option Clause in Contracts

Top-Up Option. (a) The Company hereby grants to Parent and/or Merger Sub an irrevocable option (the “Top-Up Option”), subject to the terms and conditions hereof, to purchase that number of shares of Company Common Stock (the “Top-Up Shares”) equal to the lowest number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Merger Sub at the time of such exercise, shall constitute one share of Company Common Stock more than ninety percent (90%) of the number of shares of Company Common Stock entitled to vote on the Merger after the issuance of the Top-Up Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Offer Price (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that the Top-Up Option may be exercised only if (i) the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of exercise of the Top-Up Option. (b) The Top-Up Option shall only be exercisable once in whole and not in part at any time within ten (10) Business Days following the payment by Merger Sub for shares of Company Common Stock pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering period; provided, however, that the Top-Up Option shall terminate upon the earlier of (i) the termination of this Agreement in accordance with the terms hereof and (ii) the Effective Time. (c) In the event Parent or Merger Sub wishes to exercise the Top-Up Option, Parent or Merger Sub shall so notify the Company in writing at least three (3) Business Days in advance of such exercise and shall set forth in such notice (i) whether Parent is electing to have the number of Top-Up Shares determined on a fully-diluted or primary basis, (ii) the number of shares of Company Common Stock owned by Merger Sub immediately preceding the purchase of the Top-Up Shares and (iii) the place and time for the closing of the purchase of the Top-Up Shares (the “Top-Up Closing”). The Company shall, as soon as practicable following receipt of such notice, notify Parent and Merger Sub in writing of the number of shares of Company Common Stock then outstanding and, based on the information specified in the notice of Parent or Merger Sub, the number of Top-Up Shares. At the Top-Up Closing, (i) Parent or Merger Sub shall pay to the Company the aggregate price required to be paid for the Top-Up Shares, at the election of Parent and Merger Sub, in cash or by delivery of a promissory note which shall have the following terms: it shall be due on the first anniversary of the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; and it shall have no other material terms and (ii) the Company shall cause to be issued to Merger Sub a certificate representing the Top-Up Shares. (d) Parent and Merger Sub acknowledge that the Top-Up Shares will not be registered under the Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents and warrants to the Company that each of Parent and Merger Sub is, and will be upon the purchase of the Top-Up Shares, an “accredited investor,” as such term is defined in Rule 501 of Regulation D under the Securities Act. Parent and Merger Sub agree that the Top-Up Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Parent or Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act).

Top-Up Option. (a) The Company hereby grants to Parent and/or Merger Sub an irrevocable option (the “Top-Up Option”), exercisable only on the terms and subject to the terms and conditions hereofset forth in this Agreement, to purchase at a price per share equal to the Offer Price paid in the Offer that number of shares of Company Common Stock newly issued Shares (the “Top-Up Shares”) equal to the lowest number of shares of Company Common Stock Shares that, when added to the number of shares of Company Common Stock Shares directly or indirectly owned by Merger Parent or Sub at the time of such exercise, shall constitute one share of Company Common Stock more than ninety percent (90%) of the number of shares of Company Common Stock entitled to vote on the Merger after the issuance of the Top-Up Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Offer Price (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that the Top-Up Option may be exercised only if (i) the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of exercise of the Top-Up Option. , shall constitute one share more than ninety percent (b90%) of the Shares outstanding immediately after the issuance of the Top-Up Shares (determined on a fully diluted basis); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and unissued at the time of exercise of the Top-Up Option and (ii) the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, eighty percent (80%) or more of the Shares shall be directly or indirectly owned by Parent or Sub. The Top-Up Option shall only be exercisable only once in whole and not in part at any time within ten (10) Business Days following the payment by Merger Sub for shares of Company Common Stock pursuant Acceptance Time and prior to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering period; provided, however, that the Top-Up Option shall terminate upon the earlier to occur of (iA) the Effective Time and (B) the termination of this Agreement in accordance with the terms hereof and (ii) the Effective Timeits terms. (cb) In The parties shall cooperate to ensure that the event Parent or Merger issuance and delivery of the Top-Up Shares comply with all applicable Laws, including compliance with an applicable exemption from registration of the Top-Up Shares under the Securities Act. If Sub wishes to exercise the Top-Up Option, Parent or Merger Sub shall so notify give the Company in writing at least three one (31) Business Days in advance of such exercise and shall set forth in such notice business day prior written notice, specifying (i) whether Parent is electing to have the number of Top-Up Shares determined on a fully-diluted or primary basis, (ii) the number of shares of Company Common Stock Shares directly or indirectly owned by Merger Sub immediately preceding Parent at the purchase time of the Top-Up Shares such notice and (iiiii) the a place and a time for the closing of the purchase of the Top-Up Shares (the “Top-Up Closing”)such purchase. The Company shall, as soon as practicable following receipt of such notice, notify Parent and Merger deliver written notice to Sub in writing of the number of shares of Company Common Stock then outstanding andspecifying, based on the information specified provided by Sub in the notice of Parent or Merger Subits notice, the number of Top-Up Shares. At the Top-Up Closing, (i) Parent or Merger Sub shall pay to closing of the Company the aggregate price required to be paid for the purchase of Top-Up Shares, at the election of Parent and Merger Subpurchase price owed by Sub to the Company therefor shall be paid to the Company (A) in cash, in cash by wire transfer or cashier’s check or (B) by delivery issuance by Sub to the Company of a promissory note which shall have the following terms: it shall be due on the first anniversary of the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; and it shall have no other material terms and (ii) the Company shall cause to be issued to Merger Sub a certificate representing the Top-Up Shares. (d) Parent and Merger Sub acknowledge that the Top-Up Shares will not be registered under the Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents and warrants reasonably satisfactory to the Company that each of Parent and Merger Sub is, and will be upon the purchase of the Top-Up Shares, an “accredited investor,” as such term is defined in Rule 501 of Regulation D under the Securities Act. Parent and Merger Sub agree that the Top-Up Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Parent or Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act)Company.

Top-Up Option. (a) The Company hereby grants to Parent and/or Merger Sub the Purchaser an irrevocable option (the “Top-Top Up Option”), subject to exercisable only after acceptance by the Purchaser of, and payment for, Shares tendered in the Offer and thereafter upon the terms and conditions hereofset forth in this Section 2.4, to purchase purchase, for consideration per Top Up Option Share equal to the Offer Price, up to that number of shares of Company Common Stock newly issued Shares (the “Top-Top Up Option Shares”) equal to the lowest number of shares of Company Common Stock Shares that, when added to the number of shares of Company Common Stock Shares owned by Merger Sub at Parent and the time Purchaser immediately following the consummation of such exercisethe Offer, shall constitute one share of Company Common Stock more than ninety percent (90%) % of the number Shares then outstanding on a fully diluted basis (after giving effect to the issuance of shares the Top Up Option Shares but excluding from Purchaser’s ownership, but not from the outstanding Shares, Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of Company Common Stock entitled to vote on such guarantee); provided, however, that (i) that the Merger Top-Up Option shall not be exercisable unless, immediately after such exercise and the issuance of Shares pursuant thereto, the Short Form Threshold would be reached (assuming the issuance of the Top-Up Option Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-) and (ii) in no event shall the Top Up Share equal Option be exercisable to the Offer Price (with, for this purpose only, extent the value number of Shares issuable upon the exercise of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that the Top-Top Up Option may be exercised only if (i) would exceed the issuance of the Top-Up Shares shall not require approval number of the Company’s stockholders under applicable Law then authorized and unissued Shares (including Shares held in the rules treasury of the NYSECompany), (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of exercise of the Top-Up Option. (b) The Top-Up Option shall only be exercisable once in whole and not in part at any time within ten (10) Business Days following the payment by Merger Sub for shares of Company Common Stock pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering period; provided, however, that the Top-Up Option shall terminate upon the earlier of (i) the termination of this Agreement in accordance with the terms hereof and (ii) the Effective Time. (c) In the event Parent or Merger Sub that the Purchaser wishes to exercise the Top-Top Up Option, Parent or Merger Sub shall so notify give the Company in writing at least three (3) Business Days in advance of such exercise and shall set forth in such Days’ prior written notice (i) whether Parent is electing to have specifying the number of Top-Up Shares determined on a fully-diluted or primary basis, (ii) the number of shares of Company Common Stock that are owned by Merger Sub Parent and the Purchaser immediately preceding the purchase following consummation of the Top-Up Shares Offer and (iii) the specifying a place and a time for the closing of the purchase of the Top-Up Shares (the “Top-Up Closing”)purchase. The Company shall, as soon as practicable following receipt of such notice, notify Parent and Merger Sub in writing of deliver written notice to the Purchaser specifying the number of shares of Company Common Stock then outstanding and, based on the information specified in the notice of Parent or Merger Sub, the number of Top-Top Up Option Shares. At the Top-closing of the purchase of the Top Up ClosingOption Shares, (i) Parent or Merger Sub the Purchaser shall pay to the Company an aggregate purchase price equal to the aggregate price required to be paid for product of (i) the Top-number of Top Up Option Shares, at the election of Parent and Merger Sub, in cash or multiplied by delivery of a promissory note which shall have the following terms: it shall be due on the first anniversary of the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; and it shall have no other material terms and (ii) the Offer Price as follows: (A) the portion of the aggregate purchase price equal to the par value of the Top Up Option Shares shall be paid in cash and (B) the balance of the remaining aggregate purchase price may be paid (1) in cash or (2) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or some combination thereof. Any such promissory note shall cause be on terms as provided by Parent or Purchaser to the Company, which terms shall include the following: (w) the principal amount and accrued interest under the promissory note shall be payable upon five (5) Business Days following the demand of the Company therefor, (x) the unpaid principal amount of the promissory note will accrue simple interest at a per annum rate equal to the short-term applicable federal rate at the time such promissory note is executed and delivered, (y) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice and (z) the unpaid principal amount and accrued interest under the promissory note shall immediately become due and payable in the event that there is a failure to pay interest on the promissory note as provided therein and such failure continues for a period of 30 days after written notice from the Company. The Company, Parent and Purchaser acknowledge and agree that, in any appraisal proceeding related to this Agreement, the fair value of the Shares subject to the appraisal proceeding shall be determined in accordance with the DGCL without regard to the exercise by Purchaser of the Top Up Option, any Shares issued upon exercise of the Top Up Option or the promissory note referred to Merger Sub a certificate representing the Top-Up Sharesin this Section 2.4(b). (dc) Parent and Merger Sub the Purchaser acknowledge that the Top-Top Up Option Shares that the Purchaser may acquire upon exercise of the Top Up Option will not be registered under the Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents the Purchaser represent and warrants warrant to the Company that each of Parent and Merger Sub the Purchaser is, and or will be upon the purchase of the Top-Top Up Option Shares, an “accredited investorAccredited Investor,” as such term is defined in Rule 501 of Regulation D under the Securities Act. Parent and Merger Sub agree The Purchaser agrees that the Top-Top Up Option and the Top-Top Up Option Shares to be acquired upon exercise of the Top-Top Up Option are being and will be acquired by Parent or Merger Sub the Purchaser for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning in violation of the Securities Act).

Top-Up Option. (a) The Subject to Section 1.04(b) and (c) the Company hereby grants to Parent and/or Merger Sub an irrevocable option option, for so long as this Agreement has not been terminated pursuant to the provisions hereof and exercisable only on the terms and subject to the conditions set forth in this Agreement (the “Top-Up Option”), subject to purchase from the Company at a price equal to the terms and conditions hereofOffer Price paid in the Offer, to purchase that number of shares of Company Common Stock (the “Top-Up Shares”) equal to the lowest number of shares of Company Common Stock authorized and unissued Shares that, when added to the number of shares of Company Common Stock Shares, directly or indirectly, owned by Merger Parent or Sub at the time of such exercise, shall constitute one share of Company Common Stock more than ninety percent (90%) of the number of shares of Company Common Stock entitled to vote on the Merger after the issuance of the Top-Up Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Offer Price (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that the Top-Up Option may be exercised only if (i) the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) their Affiliates at the time of exercise of the Top-Up Option, constitutes one Share more than 90% of the Shares on a Fully Diluted Basis that would be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option (the Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (b) The Top-Up Option shall may be exercised by Sub in accordance with Section 1.04(c) only be exercisable once once, in whole and whole, but not in part part, at any time within ten (10) Business Days following the payment by Merger Sub for shares of Company Common Stock pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the Acceptance Date, or if any Subsequent Offering Period is provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Period, and only if Sub shall own as of such time less than 90% of the subsequent offering periodoutstanding Shares on a Fully Diluted Basis; providedprovided that notwithstanding anything in this Agreement to the contrary, however, that the Top-Up Option shall terminate not be exercisable (i) to the extent the number of Shares issuable upon exercise of the Top-Up Option would exceed the number of authorized but unissued and unreserved Shares, (ii) unless immediately following the exercise of the Top-Up Option, the number of Shares owned in the aggregate by Parent and Sub constitutes at least one Share more than 90% of the Shares on a Fully Diluted Basis that would be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option, (iii) unless the Minimum Condition shall have been satisfied, (iv) on or after the earlier of (iA) the Effective Time and (B) the termination of this Agreement in accordance with its terms, (v) to the terms hereof extent that the issuance of the Top-Up Option Shares would require approval of the Company’s shareholders under Nasdaq Global Market Rule 4350, or (vi) if any applicable Law shall be in effect that has the effect of enjoining or otherwise prohibiting the exercise of the Top-Up Option or the issuance and delivery of the Top-Up Option Shares. The aggregate purchase price payable for the Top-Up Shares being purchased by Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Shares by the Offer Price, without interest. Such purchase price shall be payable by Sub (iiA) in cash or by wire transfer or cashier’s check, (B) by executing and delivering to the Effective TimeCompany a promissory note having a principal amount equal to the purchase price, or (C) any combination of the foregoing. Any such promissory note shall bear interest at the rate of the prime lending rate prevailing from time to time during such period as published in the Wall Street Journal, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty and shall have no other material terms. (c) In the event Parent or Merger Sub wishes to exercise the Top-Up Option, Parent or Merger Sub shall so notify give the Company in writing at least three two (32) Business Days in advance Days’ prior written notice (the “Top-Up Notice”) setting forth (i) the number of such exercise Shares, directly or indirectly, owned by Parent and shall set forth in Sub at the time of such notice (igiving effect to the acceptance of Shares in the Offer), (ii) whether Parent is electing to have the number of Top-Up Shares determined on a fullythat Sub intends to purchase pursuant to the Top-diluted or primary basis, Up Option and (iiiii) the number of shares of Company Common Stock owned manner in which Sub intends to pay the applicable purchase price. The Top-Up Notice shall also include an undertaking signed by Merger Parent and Sub immediately preceding the purchase that, as promptly as practicable following such exercise of the Top-Up Shares Option, Sub intends to (and (iiiSub shall, and Parent shall cause Sub to, as promptly as practicable after such exercise) consummate the place and time for Merger in accordance with the MBCA as contemplated by Section 8.05. At the closing of the purchase of the Top-Up Shares (Shares, which shall take place at the “Top-Up Closing”location specified in Section 2.01(d). The Company shall, as soon as practicable following receipt of such notice, notify Parent and Merger Sub in writing of the number of shares of Company Common Stock then outstanding and, based on the information specified in the notice of Parent or Merger Sub, the number of Top-Up Shares. At the Top-Up Closing, (i) Parent or Merger Sub shall pay cause to be delivered to the Company the aggregate price consideration required to be paid delivered in exchange for the Top-Up Shares, at the election of Parent and Merger Sub, in cash or by delivery of a promissory note which shall have the following terms: it shall be due on the first anniversary of the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; and it shall have no other material terms and (ii) the Company shall cause to be issued to Sub certificates representing the Top-Up Shares or, at Parent’s or Sub’s request or otherwise if the Company does not then have certificated Shares, the applicable number of non-certificated Shares represented by book-entry. The parties agree to use their commercially reasonable efforts to cause the Merger Sub a certificate representing to be consummated in accordance with the MBCA as contemplated by Section 8.05 as close in time as practicable to (including, to the extent practicable, on the same day as) the issuance of the Top-Up Shares. (d) Parent and Merger Sub acknowledge understand that the Top-Up Shares will not be registered under the Securities 1933 Act and will be issued in reliance upon an applicable exemption thereunder for transactions not involving a public offeringthereunder. Each of Parent and Merger Sub hereby represents represent and warrants warrant to the Company that each of Parent and Merger Sub is, and will be upon the purchase of the Top-Up Option Shares, an “accredited investorAccredited Investor,” as such term is defined in Rule 501 of Regulation D under the Securities 1933 Act. Parent and Merger Sub agree agrees that the Top-Up Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option Option, if any, are being and will be acquired by Parent or Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning in violation of the Securities 1933 Act). Any certificates evidencing Top-Up Shares may include any legends required by applicable securities laws.

Top-Up Option. (a) The Company hereby grants to Parent and/or Merger Sub an irrevocable option (the “Top-Up Option”), exercisable only on the terms and subject to the terms and conditions hereofset forth in this Agreement, to purchase at a price per share equal to the Offer Price paid in the Offer that number of shares of Company Common Stock newly issued Shares (the “Top-Up Shares”) equal to the lowest number of shares of Company Common Stock Shares that, when added to the number of shares of Company Common Stock Shares directly or indirectly owned by Merger Parent or Sub at the time of such exerciseexercise of the Top-Up Option, shall constitute one share more than ninety percent (90%) of Company Common Stock the Shares outstanding immediately after the issuance of the Top-Up Shares (determined on a fully diluted basis); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and unissued at the time of exercise of the Top-Up Option and (ii) the Top-Up Option may not be exercised unless, (x) following the Acceptance Time or after a subsequent offering period, eighty percent (80%) or more of the Shares shall be directly or indirectly owned by Parent or Sub and (y) after the giving effect to the exercise of the Top-Up Option, Parent, Sub and any wholly owned subsidiary of Parent or Sub would own in the aggregate one share more than ninety percent (90%) of the number of shares of Company Common Stock entitled outstanding Shares (after giving effect to vote on the Merger after the issuance of the Top-Up Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal Option but excluding Shares tendered pursuant to the Offer Price (with, for this purpose only, the value guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25such guarantee); provided, however, that the Top-Up Option may be exercised only if (i) the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of exercise of the Top-Up Option. (b) . The Top-Up Option shall only be exercisable only once in whole and not in part at any time within ten (10) Business Days following the payment by Merger Sub for shares of Company Common Stock pursuant Acceptance Time and prior to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering period; provided, however, that the Top-Up Option shall terminate upon the earlier to occur of (iA) the Effective Time and (B) the termination of this Agreement in accordance with its terms; provided, however, that so long as the Minimum Condition is satisfied upon the Acceptance Time, Parent and Sub may exercise the Top-Up Option, on a second occasion, on the same terms hereof and (ii) conditions set forth in this Section 1.10 in the Effective Timeevent the Shares that were subject to guarantees of delivery were not properly tendered in the Offer. (cb) In the event Parent or Merger If Sub wishes to exercise the Top-Up Option, Parent or Merger Sub shall so notify give the Company in writing at least three one (31) Business Days in advance of such exercise and shall set forth in such notice business day prior written notice, specifying (i) whether Parent is electing to have the number of Top-Up Shares determined on a fully-diluted directly or primary basisindirectly owned by Parent and Sub at the time of such notice, (ii) the number of shares of Company Common Stock owned by Merger Sub immediately preceding the purchase of the Top-Up Shares and (iii) the a place and a time for the closing of such purchase, (iii) the number of Shares Parent or Sub intends to purchase of pursuant to the Top-Up Option and (iv) manner in which Parent or Sub intends to pay the applicable purchase price. The aggregate purchase price payable for the Shares (purchased by Sub or Parent pursuant to the “Top-Up Closing”)Option shall be determined by multiplying the number of such Shares by the Offer Price. The Company shall, as soon as practicable following receipt of such notice, notify Parent and Merger deliver written notice to Sub in writing of the number of shares of Company Common Stock then outstanding andspecifying, based on the information specified provided by Sub in the notice of Parent or Merger Subits notice, the number of Top-Up Shares. At the Top-Up Closing, (i) Parent or Merger Sub shall pay to closing of the Company the aggregate price required to be paid for the purchase of Top-Up Shares, at the election of Parent and Merger Sub, in cash purchase price owed by Sub to the Company therefor shall be paid to the Company (A) by wire transfer or cashier’s check or (B) by delivery issuance by Sub to the Company of a promissory note note, which shall have the following terms: it bear interest at three percent (3%) per annum, shall be due mature on the first anniversary of the Top-Up Closing; it shall bear simple interest date of five percent execution and delivery of such promissory note and may be prepaid, in whole or in part, without premium or penalty. (5%c) per annum; it shall have full recourse to Parent; Parent and it shall have no other material terms and (ii) Sub acknowledge that the Company shall cause to be issued to Merger Shares that Sub a certificate representing may acquire upon exercise of the Top-Up Shares. (d) Parent and Merger Sub acknowledge that the Top-Up Shares will Option shall not be registered under the Securities Act and will shall be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents represent and warrants warrant to the Company that each of Parent and Merger Sub is, and will or shall be upon the any purchase of the Top-Up Shares, an “accredited investor,” as such term is defined in Rule 501 of Regulation D under the Securities Act. Parent and Merger Sub agree agrees that the Top-Up Option Option, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option Option, if any, are being and will shall be acquired by Parent or Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). Any certificates evidencing the shares acquired pursuant to the Top-Up Option shall include any legends required by applicable securities laws.

Top-Up Option. (a) The Company hereby grants to Parent and/or Merger Sub an irrevocable option (the “Top-Up Option”), subject to exercisable only on the terms and conditions hereofset forth in this Section 1.04, to purchase at a price per share equal to the Offer Price paid in the Offer that number of newly issued shares of Company Common Stock (the “Top-Up Shares”) equal to the lowest number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Merger Sub at the time of such exercise, shall constitute one share of Company Common Stock more than ninety percent (90%) of the number of shares of Company Common Stock entitled to vote on the Merger after the issuance of the Top-Up Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Offer Price (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that the Top-Up Option may be exercised only if (i) the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) its Subsidiaries at the time of exercise of the Top-Up Option. , shall constitute one share more than 80% of the shares of Common Stock outstanding immediately after the issuance of the Top-Up Shares on a fully diluted basis (b) which assumes conversion or exercise of all derivative securities regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof). Upon Parent’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Parent the number of shares of Common Stock issued and outstanding as of immediately prior to the exercise of the Top-Up Option and after giving effect to the issuance of the Top-Up Shares. The Top-Up Option shall only be exercisable once only once, in whole and but not in part part, at any time within ten (10) Business Days following the payment by Merger Sub for shares of Company Common Stock pursuant Offer Closing and prior to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering period; provided, however, that the Top-Up Option shall terminate upon the earlier to occur of (iA) the Effective Time and (B) the termination of this Agreement in accordance with the terms hereof and (ii) the Effective Timeits terms. (cb) In the event Parent or Merger Sub wishes to exercise the Top-Up Option, Parent or Merger Sub shall so notify deliver to the Company in writing at least three (3) Business Days in advance of such exercise and shall set forth in such written notice (i) whether Parent is electing to have the number of “Top-Up Shares determined on a fully-diluted or primary basisNotice”), specifying (iii) the number of shares of Company Common Stock owned by Merger Sub immediately preceding Parent and its Subsidiaries at the purchase time of such notice (giving effect to the Top-Up Shares Offer Closing) and (iiiii) the a place and a time for the closing of the purchase of the Top-Up Shares (the “Top-Up Closing”)such purchase. The Company shall, as soon as practicable following receipt of such noticethe Top-Up Notice, notify Parent and deliver written notice to Merger Sub in writing of the number of shares of Company Common Stock then outstanding andspecifying, based on the information specified provided by Merger Sub in the notice of Parent or Merger Subits notice, the number of Top-Up SharesShares to be purchased by Merger Sub. At the closing of the purchase of Top-Up ClosingShares, (i) Parent or the aggregate purchase price owed by Merger Sub shall pay to the Company the aggregate price required to be paid for the Top-Up SharesShares shall be paid to the Company at Parent’s election, at the election either (i) entirely in cash, by wire transfer of Parent and Merger Sub, same-day funds or (ii) by (A) paying in cash or by delivery wire transfer of a promissory note which shall have same-day funds an amount equal to not less than the following terms: it shall be due on the first anniversary aggregate par value of the Top-Up Closing; it Shares and (B) issuing to the Company a promissory note having a principal amount equal to the aggregate purchase price pursuant to the Top-Up Option less the amount paid in cash pursuant to the preceding clause (A) (the “Promissory Note”). The Promissory Note (i) shall bear simple interest at a rate of five percent (5%) per annum; it , payable in arrears at maturity, (ii) shall have mature on the first anniversary of the date of execution of the Promissory Note, (iii) shall be full recourse to Parent; Parent and it Merger Sub, (iv) may be prepaid, at any time, in whole or in part, without premium or penalty, and (v) shall have no other material terms and (ii) the terms. The Company shall cause to be issued to Merger Sub a certificate representing the Top-Up Shares. (d) Parent and Merger Sub acknowledge that the Top-Up Shares will not be registered under the Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents and warrants to or, if the Company does not then have certificated shares, the applicable number of Book-Entry Shares. Such certificates or Book-Entry Shares may include any legends that each are required by federal or state securities Laws. The parties hereto agree to use their reasonable best efforts to cause the closing of Parent and Merger Sub is, and will be upon the purchase of the Top-Up Shares, an “accredited investor,” as such term is defined in Rule 501 of Regulation D under Shares to occur on the Securities Act. Parent and Merger Sub agree same day that the Top-Up Option Notice is deemed received by the Company pursuant to Section 10.07, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Parent or Merger Sub for the purpose of investment and if not with a view toso consummated on such day, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act)as promptly thereafter as possible.

Top-Up Option. (a) The Company hereby grants to Parent and/or Merger Sub an irrevocable option (the “Top-Up Option”), subject to exercisable only on the terms and conditions hereofset forth in this Section 1.10, to purchase that number at a price per share equal to the greater of shares (i) the last reported sale price of Company Common a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Shares”) equal to the lowest number of shares of Company Common Stock so that, when added to the number of shares of Company Common Stock Shares owned by Merger Sub prior to the exercise of the Top-Up Option, Sub will own at the time of such exercise, shall constitute one share of Company Common Stock more than least ninety percent (90%) of the number of shares of Company Common Stock entitled to vote on the Merger Shares outstanding immediately after the issuance of the Top-Up Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Offer Price Shares (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included not including in the Offer Price fixed at $10.25Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) the Top-Up Option may shall not be exercised only if (i) the issuance exercisable for a number of Shares in excess of the Top-Up Shares shall not require approval authorized and unissued at the time of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option and (ii) the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once at any time following the Acceptance Time and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) complies with all applicable Laws, including compliance with an applicable exemption from registration under the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of exercise of the Top-Up Option. (b) The Top-Up Option shall only be exercisable once in whole and not in part at any time within ten (10) Business Days following the payment by Merger Sub for shares of Company Common Stock pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering period; provided, however, that the Top-Up Option shall terminate upon the earlier of (i) the termination of this Agreement in accordance with the terms hereof and (ii) the Effective Time. (c) In the event Parent or Merger Securities Act. If Sub wishes to exercise the Top-Up Option, Parent or Merger Sub shall so notify give the Company in writing at least three (3) Business Days in advance of such exercise and shall set forth in such notice written notice, specifying (i) whether Parent is electing to have the number of Top-Up Shares determined on a fully-diluted or primary basisowned by Sub, (ii) a place and a time for the number closing of shares of Company Common Stock owned by Merger Sub immediately preceding the such purchase of the Top-Up Shares and (iii) the place and time for manner in which Sub intends to pay the closing of the applicable purchase of the Top-Up Shares (the “Top-Up Closing”)price. The Company shall, as soon as practicable following receipt of such notice, notify Parent and Merger deliver written notice to Sub in writing of the number of shares of Company Common Stock then outstanding andspecifying, based on the information specified provided by Sub in the notice of Parent or Merger Subits notice, the number of Top-Up Shares. At the Top-Up Closing, (i) Parent or Merger Sub shall pay Prior to the Company the aggregate price required to be paid for the Top-Up Shares, at the election closing of Parent and Merger Sub, in cash or by delivery of a promissory note which shall have the following terms: it shall be due on the first anniversary of the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; and it shall have no other material terms and (ii) the Company shall cause to be issued to Merger Sub a certificate representing the Top-Up Shares. (d) Parent and Merger Sub acknowledge that the Top-Up Shares will not be registered under the Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents and warrants to the Company that each of Parent and Merger Sub is, and will be upon the purchase of the Top-Up Shares, an “accredited investor,” upon Sub’s request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Sub the number of Shares issued and outstanding (A) as of immediately prior to the exercise of the Top-Up Option and (B) after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable for the Top-Up Shares may be paid, at Sub’s option, (i) in cash, (ii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (iii) a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the Top-Up Shares. The Company Board has approved such term is defined consideration for the Top-Up Shares. Any such promissory note shall include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 3.00% and (3) the promissory note may be prepaid in Rule 501 whole or in part at any time, without penalty or prior notice. (d) Parent and Sub acknowledge that the Shares that Sub may acquire upon exercise of Regulation D the Top-Up Option shall not be registered under the Securities ActAct and shall be issued in reliance upon an exemption for transactions not involving a public offering. Parent and Merger Sub agree agrees that the Top-Up Option Option, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option Option, if any, are being and will shall be acquired by Parent or Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, and (iii) Sub has accepted for payment all Shares validly tendered in the Offer and not withdrawn.

Top-Up Option. (a) The Company hereby grants to Parent and/or Merger Sub Purchaser an irrevocable option (the “Top-Up Option”), exercisable only upon the terms and subject to the terms conditions set forth in this Section 1.4 and conditions hereofonly for so long as this Agreement has not been terminated pursuant to Section 7.1, to purchase that at a price per share equal to the Offer Price an aggregate number of newly and validly issued, fully paid and non-assessable shares of Company Common Stock (the “Top-Up Option Shares”) equal up to the lowest that number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Merger Sub Parent and Purchaser at the time of such exerciseexercise of the Top-Up Option, shall constitute one share ten thousand (10,000) shares more than 90% of the shares of Company Common Stock more than ninety percent then outstanding (90%) after giving effect to the issuance of the Top-Up Option Shares, and excluding from the calculation of the number of shares of Company Common Stock entitled Parent and Purchaser then own, but not from the calculation of then-outstanding shares of Company Common Stock, Shares tendered pursuant to vote on guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) (the Merger after the issuance of the Top“Short-Up Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Offer Price (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25Form Threshold”); provided, however, that the Top-Up Option may not be exercised only if (i) the issuance to purchase an amount of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option and the issuance and delivery Shares in excess of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but and unissued (treating shares owned by the Company as treasury stock as unissued) and not otherwise reserved or committed for issuance) issuance at the time of exercise of the Top-Up Option, (ii) if prohibited by applicable Law, and (iii) unless the Acceptance Time shall have occurred. Purchaser shall pay the Company the aggregate purchase price required to be paid for the Top-Up Option Shares as set forth in Section 1.4(b). (b) The Top-Up Option shall only be exercisable once in whole and not in part at any time within ten (10) Business Days following the payment by Merger Sub for shares of Company Common Stock pursuant Subject to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Conditionlimitations set forth in Section 1.4(a), or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering period; provided, however, that the Top-Up Option shall terminate upon the earlier of (i) the termination of this Agreement in accordance with the terms hereof and (ii) the Effective Time. (c) In the event Parent or Merger Sub Purchaser wishes to exercise the Top-Up Option, Parent or Merger Sub Purchaser shall so notify give the Company in writing at least three (3) Business Days in advance of such exercise and shall set forth in such prior written notice specifying (i) whether Parent is electing to have the number of Top-Up Shares determined on a fully-diluted or primary basis, (ii) the number of shares of Company Common Stock directly or indirectly owned by Merger Sub immediately preceding Parent and Purchaser at the purchase time of such notice (giving effect to the Top-Up Shares Acceptance Time) and (iiiii) the a place and time for the closing of such purchase. The Company shall, within one (1) Business Day following receipt of such notice, deliver written notice to Purchaser specifying, based on the information provided by Purchaser in its notice, the number of Top-Up Option Shares to be purchased. At the closing of the purchase of the Top-Up Option Shares (the “Top-Up Closing”). The Company shall, as soon as practicable following receipt of such notice, notify Parent and Merger Sub in writing of the number of shares of Company Common Stock then outstanding and, based on the information specified in the notice of Parent or Merger Sub, the number of Top-Up Shares. At purchase price owed by Purchaser to the Company to purchase the Top-Up Closing, (i) Parent or Merger Sub Option Shares shall pay be paid to the Company Company, at Purchaser’s option: (A) in cash, by wire transfer of same-day funds; or (B) by (1) paying in cash, by wire transfer of same-day funds, an amount equal to not less than the aggregate price required to be paid for par value of the Top-Up Shares, at Option Shares and (2) executing and delivering to the election of Parent and Merger Sub, in cash or by delivery of Company a promissory note which shall have having a principal amount equal to the following termsaggregate purchase price pursuant to the Top-Up Option less the amount paid in cash pursuant to the preceding clause (1) (the “Promissory Note”). The Promissory Note: it (x) shall be due on the first anniversary of the Top-Up Closing; it (y) shall bear simple interest of five percent (5%) 2% per annum; it shall have full recourse to Parent, payable in arrears at maturity; and it shall have no other material terms and (iiz) may be prepaid, in whole or in part, at any time without premium or penalty. At the Top-Up Closing, the Company shall cause to be issued to Merger Sub Purchaser a certificate representing the Top-Up Option Shares. (dc) Parent and Merger Sub Purchaser acknowledge that the Top-Up Option Shares that Purchaser may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act. The parties shall cooperate to ensure that the issuance of the Top-Up Option Shares is accomplished consistent with all applicable Laws, including compliance with an applicable exemption from registration of the Top-Up Option Shares under the Securities Act. Each of Parent and Purchaser acknowledges that the Top-Up Option Shares that Purchaser may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub hereby Purchaser represents and warrants to the Company that each of Parent and Merger Sub is, and Purchaser will be upon the purchase exercise of the Top-Up Option Shares, an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act. Each of Parent and Merger Sub agree Purchaser represents, warrants and agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Parent or Merger Sub Purchaser for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities Laws. (d) Any dilutive impact on the value of the shares of Company Common Stock resulting from the issuance of the Top-Up Option Shares or the Promissory Note will not be taken into account in any determination of the fair value of any Dissenting Shares pursuant to Section 180.1301 of the WBCL as contemplated by Section 2.9 of this Agreement and none of the Parties shall take any position to the contrary in any appraisal proceeding.

Top-Up Option. (a) The Subject to Sections 1.04(b) and 1.04(c), the Company hereby grants to Parent and/or Merger Sub Subsidiary an irrevocable option option, for so long as this Agreement has not been terminated pursuant to the provisions hereof (the “Top-Up Option”), subject to purchase from the Company, up to the terms and conditions hereof, to purchase that number of shares of Company Common Stock (authorized and unissued Shares, the “Top-Up Shares”) equal to the lowest number of shares of Company Common Stock Shares that, when added to the number of shares of Company Common Stock Shares owned by Merger Sub at the time of such exercise, shall constitute one share of Company Common Stock more than ninety percent (90%) of the number of shares of Company Common Stock entitled to vote on the Merger after the issuance of the Top-Up Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Offer Price (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that the Top-Up Option may be exercised only if (i) the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) Subsidiary at the time of exercise of the Top-Up Option, constitutes one Share more than 90% of the Shares that would be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis (the Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (b) The Top-Up Option shall only may be exercisable once exercised by Merger Subsidiary in accordance with Section 1.04(c), in whole and not or in part part, only once, at any time within ten (10) during the 10 Business Days Day period following the payment by Merger Sub for shares of Company Common Stock pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum ConditionAcceptance Date, or if any subsequent offering period Subsequent Offering Period is provided, during the ten (10) 10 Business Day period following the expiration date of such Subsequent Offering Period, and only if Merger Subsidiary shall own as of such time less than 90% of the subsequent offering periodoutstanding Shares; provided that notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable (i) to the extent the number of Shares issuable upon exercise of the Top-Up Option would exceed the number of authorized but unissued and unreserved Shares, (ii) unless immediately following the exercise of the Top-Up Option, the number of shares of the Company Common Stock owned in the aggregate by Parent and Merger Subsidiary constitutes at least one share more than 90% of the number of shares of Company Common Stock that would be outstanding immediately after the issuance of all shares of Company Common Stock subject to such exercise of the Top-Up Option, or (iii) unless the Minimum Condition shall have been satisfied. The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Subsidiary pursuant to the Top-Up Option shall be determined by multiplying the number of such Shares by an amount equal to the price paid for each Share in the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary (A) in cash, (B) by executing and delivering to the Company a promissory note having a principal amount equal to the purchase price, or (C) any combination of the foregoing. Any such promissory note shall bear interest at the rate of 6% per annum, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty; provided, however, that the Top-Up Option upon any Event of Default, all principal and accrued interest thereunder shall terminate upon the earlier of (i) the termination of this Agreement in accordance with the terms hereof immediately become due and (ii) the Effective Timepayable. (c) In the event Parent or Merger Sub Subsidiary wishes to exercise the Top-Up Option, Parent or Merger Sub Subsidiary shall so notify deliver to the Company in writing at least three a notice (3the “Top-Up Notice”) Business Days in advance of such exercise and shall set setting forth in such notice (i) whether Parent is electing to have the number of Top-Up Shares determined on a fullythat Merger Subsidiary intends to purchase pursuant to the Top-diluted or primary basis, Up Option and (ii) the number place and time at which the closing of shares the purchase of Company Common Stock owned such Top-Up Shares by Merger Sub immediately preceding Subsidiary is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such exercise of the Top-Up Option, Merger Subsidiary intends to (and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05. At the closing of the purchase of the Top-Up Shares, Parent and Merger Subsidiary shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up Shares, and the Company shall cause to be issued to Merger Subsidiary a certificate representing the Top-Up Shares and (iii) or, at Parent’s or Merger Subsidiary’s request or otherwise if the place and time for Company does not then have certificated shares of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entry. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares (the “Top-Up Closing”). The Company shall, as soon as practicable following receipt of such notice, notify Parent and Merger Sub in writing of the number of shares of Company Common Stock then outstanding and, based to occur on the information specified in the notice of Parent or Merger Sub, the number of Top-Up Shares. At same day that the Top-Up ClosingNotice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (i) Parent or Merger Sub shall pay including, to the Company the aggregate price required to be paid for the Top-Up Sharesextent possible, at the election of Parent and Merger Sub, in cash or by delivery of a promissory note which shall have the following terms: it shall be due on the first anniversary of the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; and it shall have no other material terms and (iisame day as) the Company shall cause to be issued to Merger Sub a certificate representing issuance of the Top-Up Shares. (d) Parent and Merger Sub acknowledge Subsidiary understand that the Top-Up Shares will not be registered under the Securities 1933 Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents Subsidiary represents, warrants and warrants to the Company that each of Parent and Merger Sub is, and will be upon the purchase of the Top-Up Shares, an “accredited investor,” as such term is defined in Rule 501 of Regulation D under the Securities Act. Parent and Merger Sub agree agrees that the Top-Up Option is being, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will be be, acquired by Parent or Merger Sub Subsidiary for the purpose of investment and not with a view to, to or for resale in connection with, with any distribution thereof (within the meaning of the Securities 1933 Act). Any certificates evidencing Top-Up Shares may include any legends required by applicable securities laws.

Top-Up Option. (a) The Subject to clause (c) below, the Company hereby grants to Parent and/or Merger Sub an irrevocable option (the “Top-Up Option”), subject to exercisable only on the terms and conditions hereofset forth in this Agreement, to purchase at a price per share equal to the Offer Price paid in the Offer up to that number of shares of Company Common Stock newly issued Shares (the “Top-Up Shares”) equal to the lowest number of shares of Company Common Stock Shares that, when added to the number of shares of Company Common Stock Shares directly or indirectly owned by Merger Parent or Sub at the time of such exerciseexercise of the Top-Up Option, shall constitute one share more than ninety percent (90%) of the Shares outstanding immediately after the issuance of the Top-Up Shares (determined on a fully diluted basis); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and unissued at the time of exercise of the Top-Up Option and (ii) the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, eighty percent (80%) or more of the Shares shall be directly or indirectly owned by Parent or Sub. The Top-Up Option shall be exercisable only once at any time following the Acceptance Time and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares comply with all applicable Laws, including compliance with an applicable exemption from registration of the Top-Up Shares under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company Common Stock one (1) business day’s prior written notice, specifying (i) the number of Shares directly or indirectly owned by Parent at the time of such notice and (ii) a place and a time for the closing of such purchase. The Company shall, as soon as reasonably practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. At the closing of the purchase of Top-Up Shares, the purchase price owed by Sub to the Company therefor shall be paid to the Company (A) in cash, by wire transfer or cashier’s check or (B) by issuance by Sub to the Company of a promissory note on terms reasonably satisfactory to the Company. (c) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by Parent, Sub and their Affiliates will constitute one Share more than ninety percent (90%) of the number of shares of Company Common Stock entitled to vote on the Merger after the issuance of the Top-Up Shares, calculated Shares that will be outstanding on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Offer Price (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that the Top-Up Option may be exercised only if (i) basis immediately after the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of exercise of the Top-Up Option. (b) The Top-Up Option shall only be exercisable once in whole and not in part at any time within ten (10) Business Days following the payment by Merger Sub for shares of Company Common Stock pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering period; provided, however, that the Top-Up Option shall terminate upon the earlier of (i) the termination of this Agreement in accordance with the terms hereof and (ii) the Effective Time. (c) In the event Parent or Merger Sub wishes to exercise the Top-Up Option, Parent or Merger Sub shall so notify the Company in writing at least three (3) Business Days in advance of such exercise and shall set forth in such notice (i) whether Parent is electing to have the number of Top-Up Shares determined on a fully-diluted or primary basis, (ii) the number of shares of Company Common Stock owned by Merger Sub immediately preceding the purchase of the Top-Up Shares and (iii) the place and time Sub has accepted for the closing of the purchase of the Top-Up payment all Shares (the “Top-Up Closing”). The Company shall, as soon as practicable following receipt of such notice, notify Parent and Merger Sub in writing of the number of shares of Company Common Stock then outstanding and, based on the information specified validly tendered in the notice Offer and not withdrawn. For all purposes of Parent or Merger Subthis Agreement, the number term “Affiliate” when used with respect to any person means any other person who is an “affiliate” of Top-Up Shares. At that first person within the Top-Up Closing, (i) Parent or Merger Sub shall pay to meaning of Rule 405 under the Company the aggregate price required to be paid for the Top-Up Shares, at the election of Parent and Merger Sub, in cash or by delivery of a promissory note which shall have the following terms: it shall be due on the first anniversary of the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; and it shall have no other material terms and (ii) the Company shall cause to be issued to Merger Sub a certificate representing the Top-Up SharesSecurities Act. (d) Parent and Merger Sub acknowledge that the Shares that Sub may acquire upon exercise of the Top-Up Shares Option will not be registered under the Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents represent and warrants warrant to the Company that each of Parent and Merger Sub is, and or will be upon the any purchase of the Top-Up Shares, an “accredited investor,” as such term is defined in Rule 501 of Regulation D under the Securities Act. Parent and Merger Sub agree agrees that the Top-Up Option Option, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option Option, if any, are being and will be acquired by Parent or Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act).

Top-Up Option. (ai) The Subject to Section 1.4(a)(ii) and Section 1.4(a)(iii) hereof, the Company hereby grants to Parent and/or Merger Sub and Purchaser an assignable and irrevocable option (the “Top-Up Option”), subject to the terms and conditions hereof, ) to purchase that from the Company the number of newly-issued shares of Company Common Stock (the “Top-Up Option Shares”) equal to the lowest lesser of (i) the number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Merger Sub Parent or Purchaser at the time of such exerciseexercise of the Top-Up Option, shall constitute constitutes one share (1) Share more than 90% of Company the Shares of Common Stock more than ninety percent then outstanding on a fully diluted basis (90%) of the number of shares of Company Common Stock entitled after giving effect to vote on the Merger after the issuance of the Top-Up Option Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Offer Price (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that the Top-Up Option may be exercised only if (i) the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), or (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the aggregate number of shares of Company Common Stock in excess that the Company is authorized to issue under its Certificate of the shares of Company Common Stock authorized Incorporation but unissued that are not issued and outstanding (and are not reserved subscribed for issuanceor otherwise committed to be issued) at the time of exercise of the Top-Up Option. (b) . The Top-Up Option shall only be exercisable once in whole and not in part only once, at any such time within ten as Purchaser owns at least eighty percent (1080%) Business Days following of the payment by Merger Sub for shares of Company Common Stock pursuant then outstanding and provide notice of exercise of the Top-Up Option prior to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten tenth (10) Business Day period following after the later of the expiration date of the Offer or the expiration date of any subsequent offering period. (ii) Subject to the last sentence of Section 1.4(a)(i), the Top-Up Option may be exercised by Parent or Purchaser, in whole or in part, at any time at or after the Acceptance Time and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement pursuant to Article VIII; provided, however, that the Top-Up Option shall terminate upon not be exercisable unless, immediately after such exercise and the earlier issuance of shares of Common Stock pursuant thereto, Parent and Purchaser will collectively hold at least 90 percent (i90%) of the termination Shares of this Agreement Common Stock then outstanding (assuming the issuance of the Top-Up Option Shares). The aggregate purchase price payable for the shares of Common Stock being purchased by Parent or Purchaser pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by the Offer Price. Such purchase price may be paid by Parent or Purchaser, at its election, either entirely in accordance with cash or by executing and delivering to the terms hereof Company a promissory note having a principal amount equal to the purchase price. Any such promissory note shall bear interest at the rate of 3% per annum, shall mature not later than the fifth anniversary of the date of execution and (ii) the Effective Timedelivery of such promissory note and may be prepaid without premium or penalty. (ciii) In the event Parent or Merger Sub Purchaser wishes to exercise the Top-Up Option, Parent or Merger Sub Purchaser shall so notify deliver to the Company in writing at least three one (31) Business Days in advance of such exercise and shall set Day’s prior written notice setting forth in such notice (i) whether Parent is electing to have the number of Top-Up Shares determined on a fully-diluted or primary basis, (ii) the number of shares of Company Common Stock owned by Merger Sub immediately preceding the that Parent or Purchaser intends to purchase of pursuant to the Top-Up Shares Option, (ii) the manner in which Parent or Purchaser intends to pay the applicable exercise price and (iii) the place and time for at which the closing of the purchase of the Top-Up such Shares (the “Top-Up Closing”). The Company shall, as soon as practicable following receipt of such notice, notify Parent and Merger Sub in writing of the number of shares of Company Common Stock then outstanding and, based on the information specified in the notice of by Parent or Merger Sub, the number of Top-Up SharesPurchaser is to take place. At the Top-Up Closingclosing of the purchase of such Shares of Common Stock, (i) Parent or Merger Sub Purchaser shall pay cause to be delivered to the Company the aggregate price consideration required to be paid delivered in exchange for the Top-Up such Shares, at the election of Parent and Merger Sub, in cash or by delivery of a promissory note which shall have the following terms: it shall be due on the first anniversary of the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; and it shall have no other material terms and (ii) the Company shall cause to be issued to Merger Sub Parent or Purchaser (as the case may be) a certificate representing the Top-Up such Shares. (d) Parent and Merger Sub acknowledge that the Top-Up Shares will not be registered under the Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each The obligation of Parent and Merger Sub hereby represents and warrants to the Company that each of Parent and Merger Sub is, and will be upon to issue Shares in connection with the purchase exercise of the Top-Up SharesOption is subject to the conditions that (x) no provision of any applicable Law and no judgment, an “accredited investor,” as such term is defined in Rule 501 injunction, order or decree shall prohibit the exercise of Regulation D under the Securities Act. Parent and Merger Sub agree that the Top-Up Option and or the delivery of the Shares in respect of such exercise, (y) the issuance of Shares pursuant to the Top-Up Option would not require approval of the Company’s stockholders under applicable Law or regulation (including, without limitation, NASDAQ National Market rules and regulations, including Section 4350) and (z) Parent or Purchaser has accepted for payment and paid for all Shares validly tendered in the Offer and not withdrawn. The parties shall cooperate to be acquired ensure that the issuance of the Shares upon exercise of the Top-Up Option are being and will be acquired by Parent or Merger Sub for the purpose is accomplished in a manner consistent with all applicable legal requirements of investment and not any Governmental Entity, including compliance with a view to, or for resale in connection with, any distribution thereof (within the meaning an applicable exemption from registration of the Shares under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”).

Top-Up Option. (a) The Company hereby irrevocably grants to Parent and/or Merger Sub Purchaser an irrevocable option (the “Top-Up Option”), subject to exercisable in Purchaser’s discretion, but only after the terms acceptance by Purchaser of, and conditions hereofpayment for, Shares tendered in the Offer, to purchase (for cash or a note payable) that number (but not less than that number) of shares of Company Common Stock Shares (the “Top-Up Shares”) as is equal to the lowest number of shares of Company Common Stock Shares that, when added to the number of shares of Company Common Stock Shares owned by Merger Sub GSK, Parent or Purchaser at the time of such exercise, shall constitute one share of Company Common Stock more than ninety percent (90%) of the number of shares of Company Common Stock entitled to vote on the Merger after total Shares then outstanding (assuming the issuance of the Top-Up Shares, calculated on ) at a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Offer Price (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25)Price; provided, however, that (i) the Top-Up Option may shall be exercised exercisable only if once, at such time as GSK, Parent and Purchaser, directly or indirectly, own at least eighty-five percent (i85%) the issuance of the Top-Up total Shares shall not require approval then outstanding, and only on or prior to the tenth (10th) Business Day after the Expiration Date or the expiration date of the Company’s stockholders under applicable Law (including the rules of the NYSE)any subsequent offering period, (ii) the exercise of in no event shall the Top-Up Option and the issuance and delivery be exercisable for a number of Shares in excess of the Top-Up Company’s then authorized and unissued Shares shall not be prohibited by (including as authorized and unissued Shares, for purposes of this Section 1.5, any Law or Order Shares held in the treasury of the Company), and (iii) the Top-Up Option is exercisable for may not more than be exercised if any provision of applicable Law or any judgment, injunction, order or decree of any Governmental Entity shall prohibit, or require any action, consent, approval, authorization or permit of, action by, or filing with or notification to, any Governmental Entity or the number of shares of Company Common Stock Company’s stockholders in excess connection with the exercise of the shares Top-Up Option or the delivery of Company Common Stock authorized but unissued (and the Top-Up Shares in respect of such exercise, which action, consent, approval, authorization or permit, action, filing or notification has not reserved for issuance) at theretofore been obtained or made, as applicable. Purchaser shall, concurrently with the time of exercise of the Top-Up Option, give written notice to the Company that as promptly as practicable following such exercise, Purchaser intends to (and Purchaser shall, and Parent shall cause Purchaser to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of the DGCL as contemplated by Section 2.7. (b) The Any certificates evidencing Top-Up Option shall only be exercisable once in whole Shares may include any legends required by applicable securities laws. (c) Parent and not in part at any time within ten (10) Business Days following Purchaser understand that the payment by Merger Sub for shares Shares that Purchaser may acquire upon exercise of Company Common Stock pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering period; provided, however, that the Top-Up Option shall terminate upon the earlier of (i) the termination of this Agreement in accordance with the terms hereof and (ii) the Effective Time. (c) In the event Parent or Merger Sub wishes to exercise the Top-Up Option, Parent or Merger Sub shall so notify the Company in writing at least three (3) Business Days in advance of such exercise and shall set forth in such notice (i) whether Parent is electing to have the number of Top-Up Shares determined on a fully-diluted or primary basis, (ii) the number of shares of Company Common Stock owned by Merger Sub immediately preceding the purchase of the Top-Up Shares and (iii) the place and time for the closing of the purchase of the Top-Up Shares (the “Top-Up Closing”). The Company shall, as soon as practicable following receipt of such notice, notify Parent and Merger Sub in writing of the number of shares of Company Common Stock then outstanding and, based on the information specified in the notice of Parent or Merger Sub, the number of Top-Up Shares. At the Top-Up Closing, (i) Parent or Merger Sub shall pay to the Company the aggregate price required to be paid for the Top-Up Shares, at the election of Parent and Merger Sub, in cash or by delivery of a promissory note which shall have the following terms: it shall be due on the first anniversary of the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; and it shall have no other material terms and (ii) the Company shall cause to be issued to Merger Sub a certificate representing the Top-Up Shares. (d) Parent and Merger Sub acknowledge that the Top-Up Shares will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents Purchaser represent and warrants warrant to the Company that each of Parent and Merger Sub Purchaser is, and will be upon the purchase exercise of the Top-Up SharesOption, an “accredited investor,” (as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act). Parent and Merger Sub agree Purchaser agrees that the Top-Up Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option thereof are being and will be acquired by Parent or Merger Sub for the purpose of investment and not with a view to, to or for resale in connection with, with any distribution thereof (within the meaning of the Securities Act).

Top-Up Option. (a) The Company hereby grants to Parent and/or Merger Sub an irrevocable option (the “Top-Up Option”), subject to exercisable only on the terms and conditions hereofset forth in this Section 1.04, to purchase at a price per share equal to the Common Offer Price paid in the Offer up to that number (but not less than that number) of newly issued shares of Company Common Stock (the “Top-Up Shares”) equal to the lowest number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned owned, directly or indirectly, by Parent or Merger Sub and their respective Subsidiaries at the time of such exerciseexercise of the Top-Up Option, shall constitute no less than one share more than 90% of shares of Company Common Stock that will be outstanding immediately after the issuance of the Top-Up Shares. The Top-Up Option shall be exercisable only once, in whole but not in part, at any time following the Offer Closing and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms; provided, however, that (i) upon exercise of the Top-Up Option, the number of shares of Company Common Stock owned, directly or indirectly, by Parent or Merger Sub and their respective Subsidiaries shall constitute no less than one share more than ninety percent (90%) % of the number of shares of Company Common Stock entitled to vote on the Merger that will be outstanding immediately after the issuance of the Top-Up Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Offer Price ; (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that ii) the Top-Up Option may shall not be exercised only if (i) exercisable for a number of shares of Company Common Stock in excess of the issuance shares of Company Common Stock authorized and unissued or held in the treasury of the Company at the time of exercise of the Top-Up Option (giving effect to the shares of Company Common Stock issuable pursuant to all then-outstanding restricted stock units and any other rights to acquire Company Common Stock as if such shares were outstanding); (iii) Merger Sub shall have accepted for payment all Shares shall validly tendered in the Offer and not require approval of the Company’s stockholders under applicable Law validly withdrawn; and (including the rules of the NYSE), (iiiv) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of exercise of the Top-Up OptionOrder. (b) The Top-Up Option shall only be exercisable once in whole and not in part at any time within ten (10) Business Days following the payment by Merger Sub for shares of Company Common Stock pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering period; provided, however, that the Top-Up Option shall terminate upon the earlier of (i) the termination of this Agreement in accordance with the terms hereof and (ii) the Effective Time. (c) In the event Parent or Merger Sub wishes to exercise the Top-Up OptionOption in accordance with Section 1.04(a), Parent or Merger Sub shall so notify the Company in writing at least three (3) Business Days in advance of such exercise Company, and shall set forth in such notice (i) whether Parent is electing to have the number of Top-Up Shares determined on a fully-diluted expected to be owned, directly or primary basisindirectly, (ii) the number of shares of Company Common Stock owned by Parent or Merger Sub and their respective Subsidiaries immediately preceding the purchase of the Top-Up Shares and (iiigiving effect to the Offer Closing), (ii) the place and time for the closing of the purchase of the Top-Up Shares (the “Top-Up Closing”). The Company shall, as soon as practicable following receipt of such notice, notify Parent and Merger Sub in writing of the number of shares of Company Common Stock then outstanding and, based on the information specified in the notice of Parent or Merger Sub, the number of Top-Up Shares. At , (iii) a place and a time for the closing of such purchase, and (iv) Merger Sub’s agreement to (and Parent’s agreement to cause Merger Sub to) consummate the Merger in accordance with the DGCL as promptly as practicable following issuance of the Top-Up ClosingShares. At the closing of the purchase of Top-Up Shares, (i) the aggregate purchase price owed by Parent or Merger Sub shall pay to the Company the aggregate price required to be paid for the Top-Up Shares, at Shares shall be paid to the election of Parent and Company by Merger Sub, at Merger Sub’s election, either (i) entirely in cash, by wire transfer of immediately available funds to an account designated by the Company, (ii) by (A) paying in cash or by delivery wire transfer of same day funds an amount equal to not less than the aggregate par value of the Top-Up Shares and (B) issuing to the Company a promissory note which in form and substance reasonably satisfactory to the Company having a principal amount equal to the aggregate purchase price pursuant to the Top-Up Option less the amount paid in cash pursuant to the preceding clause (A) (the “Promissory Note”), or (iii) by a combination of the methods set forth in the preceding clauses (i) and (ii). The Promissory Note (i) shall have the following terms: it bear simple interest at a rate of 5% per annum, (ii) shall be due mature on the first anniversary of the Top-Up Closing; it date of execution of the Promissory Note, (iii) shall bear simple interest of five percent (5%) per annum; it shall have be full recourse to Parent; Parent and it Merger Sub, (iv) may be prepaid, at any time, in whole or in part, without premium or penalty, and (v) shall have no other material terms and (ii) the terms. The Company shall cause to be issued to Merger Sub a certificate representing the Top-Up Shares or, if the Company does not then have certificated Shares, the applicable number of Book-Entry Shares. Such certificates or Book-Entry Shares may include any legends that are required by federal or state securities Laws. The parties shall cooperate to ensure that any issuance of Top-Up Shares is accomplished consistent with all applicable Laws. (dc) Parent and Merger Sub acknowledge that no Top-Up Shares issued upon exercise of the Top-Up Shares Option will not be registered under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and that all such shares will be issued in reliance upon an applicable exemption thereunder from registration under the Securities Act for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents and warrants to the Company that each of Parent and Merger Sub isare, and will be be, upon the exercise of the Top-Up Option and purchase of the Top-Up Shares, an “accredited investor,” as such term is defined in Rule 501 of Regulation D under the Securities Act. Each of Parent and Merger Sub agree agrees that the Top-Up Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Parent or Merger Sub it for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (d) The parties agree and acknowledge that in any appraisal proceeding to determine the fair value of any Dissenting Shares pursuant to Section 262 of the DGCL as contemplated by Section 3.03, to the fullest extent permitted by applicable Law, the Surviving Corporation shall not assert that the Top-Up Option, the issuance of the Top-Up Shares or the payment by Merger Sub to the Company of any consideration for the Top-Up Shares should be taken into account. (e) Without limiting any other provision in this Agreement, in the event of any change in the number of outstanding Shares by reason of any stock dividend, stock split, recapitalization, combination, exchange of shares, merger, consolidation, reorganization or the like or any other change in the corporate or capital structure of the Company that would have the effect of diluting Merger Sub’s rights under the Top-Up Option, the number of Top-Up Option Shares will be adjusted appropriately so as to restore to Merger Sub its rights hereunder with respect to the Top-Up Option as the same exists as of the date of this Agreement; provided that this Section 1.04(e) shall not be deemed to constitute a waiver of any breach by the Company of Section 6.01. (f) Notwithstanding anything to the contrary in this Agreement, Merger Sub may assign the right to exercise the Top-Up Option to Parent or to any Affiliate of Parent that becomes the owner of the Shares purchased in the Offer.

Top-Up Option. (a) The Company hereby grants to Parent and/or Merger Sub Purchaser an irrevocable option (the “Top-Up Option”), exercisable only upon the terms and subject to the terms conditions set forth herein and conditions hereofonly on or after the Appointment Time, to purchase that purchase, at a price per share equal to the Offer Price, an aggregate number of shares of Company Common Stock (the “Top-Up Option Shares”) equal to the lowest number of shares of Company Common Stock Shares that, when added to the number of shares of Company Common Stock Shares directly or indirectly owned by Merger Sub at the time of such exerciseParent, shall constitute one share of Company Common Stock more than ninety percent (90%) of the number of shares of Company Common Stock entitled to vote on the Merger after the issuance of the Top-Up Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Offer Price (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that the Top-Up Option may be exercised only if (i) the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option Purchaser and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) their respective Subsidiaries at the time of exercise of the Top-Up Option. , shall constitute one share more than ninety percent (b90%) The of the Shares outstanding immediately after the issuance of the Top-Up Option shall only be exercisable once in whole and not in part at any time within ten (10) Business Days following the payment by Merger Sub for shares of Company Common Stock pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering periodShares on a fully diluted basis; provided, however, that the Top-Up Option shall terminate upon not be exercisable unless, immediately after such exercise and the issuance of shares of Common Stock pursuant thereto, the Short Form Threshold would be reached (after giving effect to the issuance of the Top-Up Option Shares); provided, further, that in no event shall the Top-Up Option be exercisable for a number of shares of Common Stock in excess of the Company’s total authorized and unissued shares of Common Stock (treating any Shares held in the treasury of the Company as unissued). Purchaser may pay the Company the aggregate price required to be paid for the Top-Up Shares either (i) entirely in cash or (ii) at Purchaser’s election, by (x) paying in cash an amount equal to not less than the aggregate par value of the Top-Up Shares and (y) executing and delivering to the Company a promissory note having a principal amount equal to the balance of the aggregate purchase price pursuant to the Top-Up Option less the amount paid in cash pursuant to the preceding clause (x) (a “Promissory Note”). Any such Promissory Note shall be full recourse against Parent and Purchaser and (i) shall bear interest at the rate of nine percent (9%) per annum, (ii) shall mature on the first (1st) anniversary of the date of execution and delivery of such Promissory Note and (iii) may be prepaid, in whole or in part, without premium or penalty. (b) Provided that no applicable Law, order, injunction or other legal impediment shall prohibit the exercise of the Top-Up Option or the issuance of the Top-Up Option Shares pursuant thereto, or otherwise make such exercise or issuance illegal, Purchaser may exercise (subject to the restrictions contained in Section 1.11(a)) the Top-Up Option on one or more occasions, in whole or in part, after the Appointment Time and prior to the earlier to occur of (i) the fifth (5th) business day after the later of (A) the Expiration Time and (B) the expiration of any “subsequent offering period”; and (ii) the termination of this Agreement in accordance with the terms hereof and (ii) the Effective Timeits terms. (c) In the event Parent or Merger Sub Each time that Purchaser wishes to exercise the Top-Up Option, Parent or Merger Sub Purchaser shall so notify send to the Company in writing at least three (3) Business Days in advance of such exercise and shall set forth in such a written notice (i) whether Parent is electing to have the number of a “Top-Up Shares determined on a fullyExercise Notice,” the date of which notice is referred to herein as the “Top-diluted Up Notice Date”) specifying the denominations of the certificate or primary basis, (ii) the number of shares of Company Common Stock owned by Merger Sub immediately preceding the purchase of certificates evidencing the Top-Up Option Shares which Purchaser wishes to receive, and (iii) the place place, time and time date for the closing of the purchase of and sale pursuant to the Top-Up Shares Option (the “Top-Up Closing”). The Company shall, as soon as practicable following promptly after receipt of such noticethe Top-Up Exercise Notice, notify Parent and Merger Sub in writing of the number of shares of Company Common Stock then outstanding and, based on the information specified in the deliver a written notice of Parent or Merger Sub, to Purchaser confirming the number of Top-Up SharesOption Shares and the aggregate purchase price therefor (the “Top-Up Notice Receipt”). At the Top-Up Closing, (i) Parent or Merger Sub Purchaser shall pay to the Company the aggregate price required to be paid for the Top-Up Option Shares, at the election of Parent and Merger Sub, in cash or by delivery of cash and a promissory note which shall have the following terms: it shall be due on the first anniversary of Promissory Note in an aggregate principal amount equal to that specified in the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; Notice Receipt, and it shall have no other material terms and (ii) the Company shall cause to be issued and delivered to Merger Sub Purchaser a certificate or certificates representing the Top-Up Option Shares or, if the Company does not then have certificated Shares, the applicable number of Book-Entry Shares. Such certificates or Book-Entry Shares may include any legends that are required by federal or state securities Laws. (d) Parent and Merger Sub Purchaser acknowledge that the Top-Up Shares will which Purchaser may acquire upon exercise of the Top-Up Option shall not be registered under the Securities Act and will shall be issued in reliance upon an exemption thereunder from registration under the Securities Act for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents Purchaser represent and warrants warrant to the Company that each of Parent and Merger Sub Purchaser is, and will or shall be upon the any purchase of the Top-Up Shares, an “accredited investor,” ”, as such term is defined in Rule 501 of Regulation D under the Securities Act. Parent and Merger Sub agree Purchaser agrees that the Top-Up Option Option, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option Option, if any, are being and will shall be acquired by Parent or Merger Sub Purchaser for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) Without the prior written consent of the Company, the right to exercise the Top-Up Option granted pursuant to this Agreement shall not be assigned by Purchaser other than to Parent or a direct or indirect wholly owned Subsidiary of Parent, including by operation of Law or otherwise, and any attempted assignment in violation of this Section 1.11(e) shall be null and void.

Top-Up Option. (a) The Company hereby grants to Parent and/or Merger Sub an irrevocable option (the “Top-Up Option”), subject to exercisable only on the terms and conditions hereofset forth in this Section 1.4, to purchase at a price per share equal to the Offer Price paid in the Offer up to that number of shares of Company Common Stock newly issued Shares (the “Top-Up Shares”) equal to the lowest number of shares of Company Common Stock Shares that, when added to the number of shares of Company Common Stock Shares owned by Merger Sub Parent and its Subsidiaries at the time of such exerciseexercise of the Top-Up Option, shall constitute one share of Company Common Stock more than ninety percent (90%) of the number of shares of Company Common Stock entitled to vote on the Merger Shares outstanding immediately after the issuance of the Top-Up Shares, calculated Shares on a fully-fully diluted basis, or, at Parent’s election, on a primary basis, at an basis (which assumes conversion or exercise price per Top-Up Share equal to of all derivative securities regardless of the Offer Price (with, for this purpose onlyconversion or exercise price, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25vesting schedule or other terms and conditions thereof); provided, however, that (i) the Top-Up Option may shall not be exercised only if (i) exercisable for a number of Shares in excess of the issuance Shares authorized and unissued or held in the treasury of the Company at the time of exercise of the Top-Up Option (giving effect to the Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), issuable pursuant to all then-outstanding Company Stock Options and Company RSUs and any other rights to acquire Company Common Stock as if such Shares were outstanding) and (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of exercise of the Top-Up Option. (b) Order. The Top-Up Option shall only be exercisable once only once, in whole and but not in part part, at any time within ten (10) Business Days following the payment by Merger Sub for shares of Company Common Stock pursuant Offer Closing and prior to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering period; provided, however, that the Top-Up Option shall terminate upon the earlier to occur of (iA) the Effective Time and (B) the termination of this Agreement in accordance with the terms hereof and (ii) the Effective Timeits terms. (cb) In the event Parent or Merger Sub wishes to exercise the Top-Up Option, Parent or Merger Sub shall so notify give the Company in writing at least three (3) Business Days in advance of such exercise and shall set forth in such notice prior written notice, specifying (i) whether Parent is electing to have the number of Top-Up Shares determined on a fully-diluted or primary basis, (ii) the number of shares of Company Common Stock Shares owned by Merger Sub immediately preceding Parent and its Subsidiaries at the purchase time of such notice (giving effect to the Top-Up Shares Offer Closing) and (iiiii) the a place and a time for the closing of the purchase of the Top-Up Shares (the “Top-Up Closing”)such purchase. The Company shall, as soon as practicable following receipt of such notice, notify Parent and deliver written notice to Merger Sub in writing of the number of shares of Company Common Stock then outstanding andspecifying, based on the information specified provided by Merger Sub in the notice of Parent or Merger Subits notice, the number of Top-Up SharesShares to be purchased by Merger Sub. At the closing of the purchase of Top-Up ClosingShares, (i) Parent or the aggregate purchase price owed by Merger Sub shall pay to the Company the aggregate price required to be paid for the Top-Up SharesShares shall be paid to the Company at Parent’s election, at the election either (i) entirely in cash, by wire transfer of Parent and Merger Sub, same-day funds or (ii) by (A) paying in cash or by delivery wire transfer of a promissory note which shall have same-day funds an amount equal to not less than the following terms: it shall be due on the first anniversary aggregate par value of the Top-Up Closing; it Shares and (B) issuing to the Company a promissory note having a principal amount equal to the aggregate purchase price pursuant to the Top-Up Option less the amount paid in cash pursuant to the preceding clause (A) (the “Promissory Note”). The Promissory Note shall bear simple interest at a rate per annum equal to the prime lending rate prevailing during the period in which any portion of five percent (5%) per annum; it shall have the principal amount of such promissory note remains outstanding, as published by The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of the Promissory Note from the date the Promissory Note is originally issued until the date of payment in full recourse to Parent; of the Promissory Note, and it shall have no other material terms and (ii) the may be prepaid without premium or penalty. The Company shall cause to be issued to Merger Sub a certificate representing the Top-Up Shares or, if the Company does not then have certificated Shares, the applicable number of Book-Entry Shares. Such certificates or Book-Entry Shares may include any legends that are required by federal or state securities Laws. (dc) Parent and Merger Sub acknowledge that no Top-Up Shares issued upon exercise of the Top-Up Shares Option will not be registered under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and that all such Top-Up Shares will be issued in reliance upon an applicable exemption thereunder for transactions not involving a public offeringfrom registration under the Securities Act. Each of Parent and Merger Sub hereby represents and warrants to the Company that each of Parent and Merger Sub is, and will be be, upon the purchase of the Top-Up Shares, an “accredited investor,” ”, as such term is defined in Rule 501 of Regulation D under the Securities Act. Parent and Merger Sub agree agrees that the Top-Up Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Parent or Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act).

Top-Up Option. (a) The Company hereby grants to Parent and/or Merger Sub an irrevocable option (the “Top-Up Option”), subject to exercisable only on the terms and conditions hereofset forth in this Section 1.03, to purchase at a price per share equal to the Offer Price paid in the Offer up to that number of newly issued shares of Company Common Stock (the “Top-Up Shares”) equal to the lowest number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Merger Sub Parent and its Subsidiaries at the time of such exerciseexercise of the Top-Up Option, shall constitute one share of Company Common Stock more than ninety percent (90%) % of the number of shares of Company Common Stock entitled to vote on the Merger outstanding immediately after the issuance of the Top-Up Shares, calculated Shares on a fully-“fully diluted basis, or, at Parent’s election, on a primary basis, at an ” (which assumes conversion or exercise price per Top-Up Share equal to of all derivative securities regardless of the Offer Price (with, for this purpose onlyconversion or exercise price, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25vesting schedule or other terms and conditions thereof); provided, however, that the Top-Up Option may shall not be exercised only if exercisable for a number of shares of Company Common Stock in excess of (i) the number of shares of Company Common Stock authorized and unissued or held in the treasury of the Company (giving effect to the shares of Company Common Stock issuable pursuant to all then-outstanding stock options, restricted stock units and any other rights to acquire Company Common Stock as if such shares were outstanding) or (ii) 19.90% of the number of outstanding shares of Company Common Stock or voting power of the Company, in each case as of immediately prior to and after giving effect to the issuance of the Top-Up Shares Shares. The Top-Up Option shall not require approval be exercisable at any one time following the Offer Closing and prior to the earlier to occur of (a) the Effective Time and (b) the termination of this Agreement in accordance with its terms. The obligation of the Company’s stockholders under applicable Law (including Company to issue and deliver the rules of the NYSE), (ii) Top-Up Shares upon the exercise of the Top-Up Option and is subject only to the condition that no Restraint preventing the exercise of the Top-Up Option or the issuance and delivery of the Top-Up Shares in respect of such exercise shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of exercise of the Top-Up Optioneffect. (b) The Top-Up Option parties shall only be exercisable once in whole cooperate to ensure that the issuance and not in part at any time within ten (10) Business Days following the payment by Merger Sub for shares delivery of Company Common Stock pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering period; provided, however, that the Top-Up Option shall terminate upon Shares comply with all applicable laws, including compliance with an applicable exemption from registration of the earlier of (i) Top-Up Shares under the termination of this Agreement in accordance with the terms hereof and (ii) the Effective Time. (c) Securities Act. In the event Parent or Merger Sub wishes to exercise the Top-Up Option, Parent or Merger Sub shall so notify give the Company in writing at least three (3) Business Days in advance of such exercise and shall set forth in such notice business days prior written notice, specifying (i) whether Parent is electing to have the number of Top-Up Shares determined on a fully-diluted or primary basis, (ii) the number of shares of the Company Common Stock directly or indirectly owned by Merger Sub immediately preceding Parent at the purchase time of the Top-Up Shares such notice and (iiiii) the a place and a time for the closing of the purchase of the Top-Up Shares (the “Top-Up Closing”)such purchase. The Company shall, as soon as practicable following receipt of such notice, notify Parent and Merger deliver written notice to Sub in writing of the number of shares of Company Common Stock then outstanding andspecifying, based on the information specified provided by Sub in the notice of Parent or Merger Subits notice, the number of Top-Up Shares. At the Top-Up Closing, (i) Parent or Merger Sub shall pay to closing of the Company the aggregate price required to be paid for the purchase of Top-Up Shares, at the election of Parent and Merger Subpurchase price owed by Sub to the Company therefor shall be paid to the Company (i) in cash, in cash by wire transfer or cashier’s check or (ii) by delivery issuance by Sub to the Company of a promissory note which shall have the following terms: it shall be due on the first anniversary of the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; and it shall have no other material terms and (ii) the Company shall cause to be issued to Merger Sub a certificate representing the Top-Up Shares. (d) Parent and Merger Sub acknowledge that the Top-Up Shares will not be registered under the Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents and warrants reasonably satisfactory to the Company that each of Parent and Merger Sub is, and will be upon the purchase of the Top-Up Shares, an “accredited investor,” as such term is defined in Rule 501 of Regulation D under the Securities Act. Parent and Merger Sub agree that the Top-Up Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Parent or Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act)Company.

Top-Up Option. (a) The Company hereby grants to Parent and/or Merger Sub MergerSub an irrevocable option (the “Top-Up Option”)) to purchase, subject at a price per share equal to the terms and conditions hereofOffer Price, to purchase a number (but not less than that number number) of newly issued shares of Company Common Stock (the “Top-Up Option Shares”) equal to the lowest number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned owned, directly or indirectly, by Merger Sub Parent, MergerSub or any of the other Parent Subsidiaries, at the time of such exerciseexercise of the Top-Up Option, shall constitute constitutes one share of Company Common Stock more than ninety percent (90%) of the number of shares of Company Common Stock entitled to vote on the Merger that will be outstanding immediately after the issuance of the Top-Up Option Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Offer Price (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that the . The Top-Up Option may be exercised only if (i) exercised, in whole but not in part, at any one time on or after the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable date MergerSub accepts for not more than the number of payment all shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (validly tendered and not reserved for issuance) at the time of exercise of the Top-Up Option. (b) The Top-Up Option shall only be exercisable once in whole and not in part at any time within ten (10) Business Days following the payment by Merger Sub for shares of Company Common Stock withdrawn pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering period; provided, however, that the Top-Up Option shall terminate upon and prior to the earlier to occur of (i1) the Effective Time and (2) the termination of this Agreement in accordance with Section 8.01; provided, however, that the terms hereof and obligation of the Company to deliver Top-Up Option Shares upon the exercise of the Top-Up Option is subject to the conditions that (iiA) the Effective Time. (c) In the event Parent or Merger Sub wishes to upon exercise of the Top-Up Option, the number of shares of Company Common Stock owned, directly or indirectly, by Parent or Merger Sub MergerSub constitutes one share of Company Common Stock more than ninety percent (90%) of the number of shares of Company Common Stock that will be outstanding immediately after the issuance of the Top-Up Option Shares and (B) the number of Top-Up Option Shares issued pursuant to the Top-Up Option shall in no event exceed the number of authorized and unissued shares of Company Common Stock not otherwise reserved for issuance. (b) Upon the exercise of the Top-Up Option in accordance with Section 1.03(a), MergerSub shall so notify the Company in writing at least three (3) Business Days in advance of such exercise and shall set forth in such notice (i) whether Parent is electing to have the number of Top-Up Shares determined on a fully-diluted or primary basis, (ii1) the number of shares of Company Common Stock owned expected to be owned, directly or indirectly, by Merger Sub Parent or MergerSub immediately preceding the purchase of the Top-Up Shares Option Shares, (2) the number of Top-Up Option Shares, and (iii3) the a place and time for the closing of the purchase of the Top-Up Option Shares (the “Top-Up Option Closing”). The Company shall, as soon as practicable following receipt of such notice, notify Parent and Merger Sub in writing of the number of shares of Company Common Stock then outstanding and, based on the information specified in the notice of Parent or Merger Sub, the number of Top-Up Shares. At the Top-Up Option Closing, (i) Parent or Merger Sub MergerSub shall pay to the Company the aggregate purchase price required to be paid for the Top-Up Option Shares pursuant to this Section 1.03, and the Company shall cause to be issued to MergerSub a certificate representing the Top-Up Option Shares. At its election, at MergerSub may pay the election of Parent and Merger Sub, aggregate purchase price payable for the Top-Up Option Shares either (A) in cash by wire transfer of immediately available funds to an account designated by the Company, or (B) by delivery (i) paying in cash, by wire transfer of immediately available funds to an account designated by the Company, an amount equal to not less than the aggregate par value of the Top-Up Option Shares and (ii) executing and delivering to the Company a promissory note which shall have having a principal amount equal to the following terms: it aggregate purchase price payable for the Top-Up Option Shares less the amount paid in cash pursuant to the preceding clause (i) (the “Promissory Note”). The Promissory Note (A) shall be due on the first anniversary of the Top-Up Option Closing; it , (B) shall bear accrue simple interest of five percent (5%) 3% per annum; it , (C) shall have be full recourse to Parent; Parent and MergerSub, (D) may be prepaid, in whole or in part, at any time without premium or penalty, (E) shall provide that the unpaid principal amount and accrued interest under the Promissory Note shall immediately become due and payable in the event that (x) MergerSub fails to make any payment of interest on the Promissory Note as provided therein and such failure continues for a period of 30 days or (y) MergerSub files or has filed against it any petition under bankruptcy or insolvency law or makes a general assignment for the benefit of creditors and (F) shall have no other material terms terms. (c) Parent and (ii) MergerSub understand that the shares of Company shall cause to be issued to Merger Sub a certificate representing Common Stock that MergerSub may acquire upon exercise of the Top-Up Shares. (d) Parent and Merger Sub acknowledge that the Top-Up Shares Option will not be registered under the Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents and warrants to the Company MergerSub agrees that each of Parent and Merger Sub is, and will be upon the purchase of the Top-Up Shares, an “accredited investor,” as such term is defined in Rule 501 of Regulation D under the Securities Act. Parent and Merger Sub agree that the any Top-Up Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Parent or Merger Sub for the purpose of investment and not with a view to, to or for resale in connection with, with any distribution thereof (within the meaning of the Securities Act), and that any certificates representing the Top-Up Option Shares may include any legends required by applicable securities laws. (d) The parties agree and acknowledge that in any appraisal proceeding with respect to Dissenting Shares and to the fullest extent permitted by applicable Law, the fair value of the Dissenting Shares shall be determined in accordance with Section 262(h) of the DGCL without regard to the Top-Up Option, the Top-Up Option Shares or any consideration paid or delivered by MergerSub to the Company in payment for the Top-Up Option Shares.

Top-Up Option. (a) The Company hereby grants to Parent and/or Merger Sub an irrevocable option (the “Top-Up Option”), subject to exercisable upon the terms and conditions hereofof this Section 2.4, to purchase that number of newly-issued shares of Company Class A Common Stock (the “Class A Top-Up Shares”) and Class B Common Stock (the “Class B Top-Up Shares”, and together with the Class A Top-Up Shares, the “Top-Up Shares”) equal to to, (x) in the case of the Class A Top-Up Shares, the lowest number of shares of Company Class A Common Stock that, when added to the number of shares of Company Class A Common Stock owned held by Parent and Merger Sub at the time of such exerciseexercise (for the avoidance of doubt, after giving effect to the Offer and the Stock Purchase Agreement Transactions), shall constitute one share be equal to or in excess of Company Common Stock more than ninety percent (90%) of the Fully Diluted Class A Common Shares (assuming the issuance of the Class A Top-Up Shares); and (y) in the case of the Class B Top-Up Shares, the lowest number of shares of Class B Common Stock that, when added to the number of shares of Class B Common Stock held by Parent and Merger Sub at the time of such exercise (for the avoidance of doubt, after giving effect to the Stock Purchase Agreement Transactions and the shares validly tendered into the Offer), shall be equal to or in excess of ninety percent (90%) of the Fully Diluted Class B Common Shares (assuming the issuance of the Class B Top-Up Shares). (b) In the event the Minimum Tender Condition is satisfied and exercise of the Top-Up Option (together with the shares purchased in the Stock Purchase Agreement Transactions) would result in Merger Sub and Parent collectively owning at least 90% of the total shares of Class A Common Stock and Class B Common Stock then outstanding, then Merger Sub shall be obligated to exercise the Top-Up Option and must do so within 24 hours after Merger Sub’s acceptance for payment of shares of Company Common Stock entitled pursuant to vote on the Merger after Offer; provided, however, that in no event shall the issuance Top-Up Option be exercised (x) for a number of shares of Class A Common Stock or Class B Common Stock in excess of the number of authorized but unissued and unreserved shares of Class A Common Stock or Class B Common Stock, as the case may be, (including as authorized and unissued shares of Company Common Stock, for purposes of this Section 2.4(b), any shares of Company Common Stock held in the treasury of the Company) or (y) any other provision of Applicable Law or Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per . The aggregate amount payable by Merger Sub to the Company for the Top-Up Share Shares shall be equal to the product of the number of Top-Up Shares and the Offer Price (with, for this purpose only, the value “Top-Up Consideration”). The Top-Up Consideration shall be paid to the Company at the closing of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that the Top-Up Option may Option, at Merger Sub’s option, (A) in cash, by wire transfer of same-day funds, or (B) by (x) paying in cash, by wire transfer of same-day funds, an amount equal to not less than the aggregate par value of the Top-Up Shares and (y) executing and delivering to the Company a promissory note having a principal amount equal to the aggregate purchase price for the Top-Up Shares less the amount paid in cash pursuant to the immediately preceding clause (x) (the “Promissory Note”). The Promissory Note (1) shall be exercised only if (i) due on the first anniversary of the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE)pursuant to this Section 2.4, (ii2) the exercise shall bear simple interest of the Top-Up Option and the issuance and delivery of the Top-Up Shares 5% per annum, (3) shall not be prohibited by any Law or Order and full recourse to Merger Sub, (iii4) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of exercise of the Top-Up Option. (b) The Top-Up Option shall only may be exercisable once prepaid, in whole and not or in part part, at any time within ten (10) Business Days following the payment by Merger Sub for shares of Company Common Stock pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, without premium or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering period; provided, however, that the Top-Up Option shall terminate upon the earlier of (i) the termination of this Agreement in accordance with the terms hereof penalty and (ii5) the Effective Timeshall have no other material terms. (c) In the event Parent or Merger Sub wishes to exercise the Top-Up OptionOption is exercised in accordance with this Section 2.4, Parent or Merger Sub shall so promptly notify the Company in writing at least three (3) Business Days in advance of such exercise and shall set forth in such notice the following: (i) whether Parent is electing to have the number of Top-Up Shares determined on a fully-diluted or primary basis, (ii) the number and class of shares of Company Common Stock that will be owned by Parent and Merger Sub immediately preceding the purchase of the Top-Up Shares and (iiiii) the place and time for the closing of the purchase of the Top-Up Shares (which, subject to Applicable Law and any required regulatory approvals, shall be effected as promptly as practicable and not more than two (2) Business Days after the “date such notice is delivered to the Company). Such notice shall also include an undertaking signed by Parent and Merger Sub that Merger Sub shall, and Parent shall cause Merger Sub to, as promptly as practicable after the delivery by the Company of the Top-Up Closing”)Shares, consummate the Merger in accordance with the terms hereof. The Company shall, as soon as practicable following receipt of such notice, notify Parent and Merger Sub in writing of the number of shares of Company Common Stock then outstanding and, based on the information specified in the notice of Parent or Merger Sub, and the number of Top-Up Shares. At the Top-Up Closing, (i) Parent or Merger Sub shall pay to closing of the Company the aggregate price required to be paid for purchase of the Top-Up Shares, at Parent or Merger Sub shall cause to be delivered to the election of Parent and Merger Sub, in cash or by delivery of a promissory note which shall have the following terms: it shall be due on the first anniversary of Company the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; Consideration, and it shall have no other material terms and (ii) the Company shall cause to be issued to Parent or Merger Sub a certificate representing such shares of Class A Common Stock or Class B Common Stock, as the Top-Up Sharescase may be, which certificate may include any legends required by Applicable Law. (d) Parent and Merger Sub acknowledge that the Top-Up Shares will not be registered under the Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents and warrants to the Company that each of Parent and Merger Sub iswill be, and will be upon the purchase of the Top-Up Shares, an “accredited investor,” as such term is defined in Rule 501 of Regulation D under the Securities Act. Each of Parent and Merger Sub agree represents, warrants and agrees that the Top-Up Option is being, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will be be, acquired by Parent or Merger Sub for the purpose of investment and not with a view to, to or for resale in connection with, with any public distribution thereof (within the meaning of the Securities Act). (e) Notwithstanding anything to the contrary contained herein, to the fullest extent permitted by Applicable Law, each of the parties hereto agrees and acknowledges that in any appraisal proceeding under Section 262 of the DGCL with respect to the Dissenting Shares, the Surviving Corporation shall not assert that the Top-Up Option, the Top-Up Shares or any cash or the Promissory Note delivered to the Company in payment for such Top-Up Option Shares should be considered in connection with the determination of the fair value of the Dissenting Shares in accordance with Section 262 of the DGCL.

Top-Up Option. (a) The Company hereby irrevocably grants to Parent and/or Merger Sub Purchaser an irrevocable option (the “Top-Up Option”), subject to exercisable, on one or more occasions, in Purchaser’s discretion, but only after the terms acceptance by Purchaser of, and conditions hereofpayment for, Shares tendered in the Offer, to purchase (for cash or a note payable) that number (but not less than that number) of shares of Company Common Stock Shares (the “Top-Up Shares”) as is equal to the lowest number of shares of Company Common Stock Shares that, when added to the number of shares of Company Common Stock Shares owned by Merger Sub GSK, Parent or Purchaser at the time of such exercise, shall constitute (i) if the Offer was amended to reflect the Revised Minimum Number, forty-nine and nine-tenths percent (49.9%) of the total Shares then outstanding (assuming the issuance of the Top-Up Shares) or (ii) in all other circumstances, one share of Company Common Stock more than ninety percent (90%) of the number of shares of Company Common Stock entitled to vote on the Merger after total Shares then outstanding (assuming the issuance of the Top-Up Shares), calculated on in each case at a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Offer Price (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25)Price; provided, however, that (x) in no event shall the Top-Up Option be exercisable for a number of Shares in excess of the Company’s then authorized and unissued Shares (including as authorized and unissued Shares, for purposes of this Section 1.5, any Shares held in the treasury of the Company), and (y) the Top-Up Option may not be exercised only if (i) the issuance any provision of the Top-Up Shares applicable Law or any judgment, injunction, order or decree of any Governmental Entity shall not prohibit, or require approval of any action, consent, approval, authorization or permit of, action by, or filing with or notification to, any Governmental Entity or the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) shareholders in connection with the exercise of the Top-Up Option and or the issuance and delivery of the Top-Up Shares in respect of such exercise, which action, consent, approval, authorization or permit, action, filing or notification has not theretofore been obtained or made, as applicable. Upon Purchaser’s request, the Company shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than cause its transfer agent to certify in writing to Purchaser the number of shares of Company Common Stock in excess of Shares issued and outstanding immediately prior to the shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of exercise of the Top-Up Option. (b) The Any certificates evidencing Top-Up Option shall only be exercisable once in whole Shares may include any legends required by applicable securities laws. (c) Parent and not in part at any time within ten (10) Business Days following Purchaser understand that the payment by Merger Sub for shares Shares that Purchaser may acquire upon exercise of Company Common Stock pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering period; provided, however, that the Top-Up Option shall terminate upon the earlier of (i) the termination of this Agreement in accordance with the terms hereof and (ii) the Effective Time. (c) In the event Parent or Merger Sub wishes to exercise the Top-Up Option, Parent or Merger Sub shall so notify the Company in writing at least three (3) Business Days in advance of such exercise and shall set forth in such notice (i) whether Parent is electing to have the number of Top-Up Shares determined on a fully-diluted or primary basis, (ii) the number of shares of Company Common Stock owned by Merger Sub immediately preceding the purchase of the Top-Up Shares and (iii) the place and time for the closing of the purchase of the Top-Up Shares (the “Top-Up Closing”). The Company shall, as soon as practicable following receipt of such notice, notify Parent and Merger Sub in writing of the number of shares of Company Common Stock then outstanding and, based on the information specified in the notice of Parent or Merger Sub, the number of Top-Up Shares. At the Top-Up Closing, (i) Parent or Merger Sub shall pay to the Company the aggregate price required to be paid for the Top-Up Shares, at the election of Parent and Merger Sub, in cash or by delivery of a promissory note which shall have the following terms: it shall be due on the first anniversary of the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; and it shall have no other material terms and (ii) the Company shall cause to be issued to Merger Sub a certificate representing the Top-Up Shares. (d) Parent and Merger Sub acknowledge that the Top-Up Shares will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents Purchaser represent and warrants warrant to the Company that each of Parent and Merger Sub Purchaser is, and will be upon the purchase exercise of the Top-Up SharesOption, an “accredited investor,” (as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act). Parent and Merger Sub agree Purchaser agrees that the Top-Up Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option thereof are being and will be acquired by Parent or Merger Sub for the purpose of investment and not with a view to, to or for resale in connection with, with any distribution thereof (within the meaning of the Securities Act). (d) In the event that Purchaser wishes to exercise the Top-Up Option, it shall deliver to the Company a notice setting forth (i) the number of Top-Up Shares that it intends to purchase pursuant to the Top-Up Option, (ii) the manner in which it intends to pay the applicable exercise price and (iii) the place and time at which the closing of the purchase of the Top-Up Shares by Purchaser is to take place. At the closing of the purchase of the Top-Up Shares, Purchaser shall cause to be delivered to the Company the consideration required to be delivered in exchange for such Top-Up Shares, and the Company shall cause to be issued to Purchaser a certificate representing such shares.

Top-Up Option. (a) The Company hereby grants to Parent and/or Merger Sub an irrevocable option option, exercisable once upon the terms and subject to the conditions set forth herein, for so long as this Agreement has not been terminated pursuant to ARTICLE VIII (the “Top-Up Option”), subject to purchase from the Company up to the terms and conditions hereof, to purchase that number of authorized and unissued shares of Company Common Stock (the “Top-Up Shares”) equal to the lowest number including as authorized and unissued shares, for purposes of this Section 1.4, any shares of Company Common Stock held in the treasury of the Company) equal to the number of shares that, when added to the number of shares of Company Common Stock owned by Merger Sub at the time of such exercise, shall constitute one share of Company Common Stock more than ninety percent (90%) of the number of shares of Company Common Stock entitled to vote on the Merger after the issuance of the Top-Up Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Offer Price (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that the Top-Up Option may be exercised only if (i) the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of exercise of the Top-Up Option, constitutes one share more than the number of shares (the “Requisite Short-Form Merger Shares”) entitled to cast 90% of all the votes entitled to be cast by the holders of the Company Common Stock on the Merger after the issuance of all shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis or, as may be elected by Parent, on a primary basis as of immediately prior to the issuance of such shares (such shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (b) The Top-Up Option shall only may be exercisable once exercised by Merger Sub, in whole and not or in part at any time within ten (10) Business Days following the payment by Merger Sub for shares of Company Common Stock pursuant Offer Closing and prior to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering period; provided, however, that the Top-Up Option shall terminate upon the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its terms, provided that Merger Sub shall own as of such time less than the terms hereof and Requisite Short-Form Merger Shares. Notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable to the extent (iix) the Effective Timenumber of shares of Company Common Stock issuable upon exercise of the Top-Up Option would exceed the number of authorized but unissued shares of Company Common Stock that are not already reserved for issuance or (y) any other provision of applicable Law or Order shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares. The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such shares by the Offer Price, without interest. Such aggregate purchase price may be paid by Merger Sub, at its election, either in the same form of consideration as the Offer Price or by executing and delivering to the Company a promissory note having a principal amount equal to such purchase price and having full recourse to Parent. (c) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares comply with all applicable Laws, including compliance with an applicable exemption from registration of the Top-Up Shares under the Securities Act of 1933, as amended (together with the rules and regulations promulgated thereunder, the “Securities Act”). In the event Parent or Merger Sub wishes to exercise the Top-Up Option, Parent or Merger Sub shall so notify give the Company in writing at least three (3) Business Days in advance of such exercise and shall set forth in such notice prior written notice, specifying (i) whether Parent is electing to have the number of Top-Up Shares determined on a fully-diluted or primary basis, (ii) the number of shares of Company Common Stock owned by Parent and Merger Sub; (ii) the number of Top-Up Shares that Merger Sub immediately preceding the intends to purchase of pursuant to the Top-Up Shares Option; (iii) the manner in which Merger Sub intends to pay the applicable purchase price; and (iiiiv) the place and time for the closing of such purchase. At the closing of the purchase of the Top-Up Shares (the “Top-Up Closing”). The Company shallShares, as soon as practicable following receipt of such notice, notify Parent and Merger Sub in writing of the number of shares of Company Common Stock then outstanding and, based on the information specified in the notice of Parent or Merger Sub, the number of Top-Up Shares. At the Top-Up Closing, (i) Parent or Merger Sub shall pay cause to be delivered to the Company the aggregate price consideration required to be paid delivered in exchange for the Top-Up Shares, at the election of Parent and Merger Sub, in cash or by delivery of a promissory note which shall have the following terms: it shall be due on the first anniversary of the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; and it shall have no other material terms and (ii) the Company shall cause to be issued to Merger Sub a certificate representing the Top-Up Shares. (d) Parent and Merger Sub acknowledge that the Top-Up Shares that Merger Sub may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act Act, and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents and warrants to the Company that each of Parent and Merger Sub is, and will be upon the purchase of the Top-Up Shares, an “accredited investor,” as such term is defined in Rule 501 of Regulation D under the Securities Act. Parent and Merger Sub agree agrees that the Top-Up Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Parent or Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning in violation of the Securities Act). Parent and Merger Sub represent and warrant to the Company that Merger Sub is, and will be upon purchase of the Top-Up Shares, an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act. Any certificates evidencing the Top-Up Shares shall include any legends required by applicable securities Laws.

Top-Up Option. (a) (a) The Company hereby grants to Parent and/or and Merger Sub an irrevocable option (the “Top-Up Option”), exercisable only upon the terms and subject to the terms and conditions hereofset forth in this Agreement, to purchase that from the Company an aggregate number of shares of Company Common Stock (the “Topnewly-Up Shares”) issued Shares equal to the lowest lesser of (i) the number of shares of Company Common Stock Shares that, when added to the number of shares of Company Common Stock Shares owned by Parent or Merger Sub or any other Subsidiaries of Parent at the time of such exerciseexercise of the Top-Up Option, shall constitute constitutes one share of Company Common Stock more than ninety percent (90%) % of the sum of the Adjusted Outstanding Share Number plus such additional Shares that would be outstanding immediately after the issuance of all Shares subject to the Top-Up Option and (ii) the aggregate number of shares of Company Common Stock entitled that the Company is authorized to vote on issue under its Restated Certificate of Incorporation but that are not issued and outstanding (and are not subscribed for or otherwise committed to be issued under the Merger after the issuance Equity Compensation Plans, upon conversion of the Top-Up Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Offer Price (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that the Top-Up Option may be exercised only if (i) the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law Convertible Notes or Order and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuanceotherwise) at the time of exercise of the Top-Up Option. (b) The Top-Up Option shall only may be exercisable once exercised by Parent or Merger Sub, in whole and but not in part part, at any time within ten (10) Business Days following at or after the payment by Merger Sub for shares Acceptance Time, and no exercise of Company Common Stock pursuant the Top-Up Option shall be effective prior to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering periodAcceptance Time; provided, however, provided that the Top-Up Option shall terminate upon the earlier of (i) the fifth (5th) Business Day after the later of (x) the Acceptance Time and (y) the expiration of any “subsequent offering period”; and (ii) the termination of this Agreement in accordance with its terms. The aggregate purchase price payable for the terms hereof Shares being purchased by Parent or Merger Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Shares by the Offer Price and shall be payable, at Parent’s election, in cash or by executing and delivering to the Company a promissory note having a principal amount equal to the aggregate purchase price to be paid pursuant to the Top-Up Option (the “Promissory Note”), or by any combination thereof. Any such Promissory Note shall be full recourse against Parent and Merger Sub and (i) shall bear interest at the rate of 5% per annum, (ii) shall mature on the Effective Timesix month anniversary of the date of execution and delivery of such Promissory Note and (iii) may be prepaid, in whole or in part, without premium or penalty. (c) The obligation of the Company to deliver Shares upon exercise of the Top-Up Option is subject to the conditions that (i) no Order shall prohibit the exercise of the Top-Up Option or the delivery of the Shares pursuant to the Top-Up Option in respect of such exercise, (ii) upon exercise of the Top-Up Option, the number of Shares held of record by Parent, Holding and Merger Sub constitutes at least one (1) share more than ninety percent (90%) of the number of Shares that shall be outstanding immediately after the issuance of the Shares pursuant to the Top-Up Option, and (iii) Merger Sub has accepted for payment all Shares validly tendered in the Offer and not properly withdrawn. (d) In the event Parent or Merger Sub wishes to exercise the Top-Up Option, Parent or Merger Sub shall so notify deliver to the Company in writing at least three (3) Business Days in advance of such exercise and shall set a notice setting forth in such notice (i) whether Parent is electing to have the number of Top-Up Shares determined on a fully-diluted or primary basis, (ii) the number of shares of Company Common Stock owned by Shares that Parent or Merger Sub hold of record immediately preceding the purchase of Shares pursuant to the Top-Up Shares Option, and (iiiii) the place place, date and time for at which the closing of the purchase of such Shares by Parent or Merger Sub is to take place (which shall not be more than five (5) Business Days following the Top-Up Shares (the “Top-Up Closing”). The Company shall, as soon as practicable following receipt date of such notice, notify Parent and Merger Sub in writing of the number of shares of Company Common Stock then outstanding and, based on the information specified in the notice of Parent or Merger Sub, the number of Top-Up Shares). At the Top-Up Closingclosing of the purchase of such Shares, (i) Parent or Merger Sub shall pay cause to be delivered to the Company the aggregate price required to be paid for the Top-Up Shares, at the election of Parent and Merger Sub, consideration (in cash or by delivery of a promissory note which shall have the following terms: it shall Promissory Note in accordance with Section 1.4(b)) required to be due on the first anniversary of the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; delivered in exchange for such Shares, and it shall have no other material terms and (ii) the Company shall cause to be issued to Parent or Merger Sub (as the case may be) a certificate representing such Shares or, at Parent or Merger Sub’s request or otherwise if the TopCompany does not then have certificated Shares, the applicable number of uncertificated Shares represented by book-Up Sharesentry. (de) Parent and Merger Sub acknowledge that the Shares acquired by Merger Sub pursuant to the Top-Up Shares Option will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents represent and warrants warrant to the Company that each of Parent and Merger Sub is, and will be upon the purchase of the Shares pursuant to the Top-Up Shares, Option an “accredited investor,” as such term is defined in Rule 501 of Regulation D under the Securities Act. Parent and Merger Sub agree agrees that the Top-Up Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Parent or Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). Any certificates evidencing the Shares acquired pursuant to the Top-Up Option shall include any legends required by applicable securities laws.

Top-Up Option. (a) The Company hereby grants to Parent and/or Merger Sub Purchaser an irrevocable option (the “Top-Up Option”), exercisable only once and only upon the terms and subject to the terms conditions set forth in this Section 1.4, and conditions hereofonly for so long as this Agreement has not been terminated pursuant to Section 7.1, to purchase that at a price per share equal to the Offer Price an aggregate number of validly issued, fully paid and nonassessable shares of Company Common Stock (the “Top-Up Option Shares”) equal to up to the lowest number of then-available authorized and unissued shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Merger Sub at the time of such exercise, shall constitute one share of Company Common Stock more than ninety percent (90%) of the number of shares of Company Common Stock entitled to vote on the Merger after the issuance of the Top-Up Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Offer Price (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that the Top-Up Option may be exercised only if (i) the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of exercise of the Top-Up Option. (b) The Top-Up Option shall only be exercisable once in whole and not in part at any time within ten (10) Business Days following the payment by Merger Sub for shares of Company Common Stock pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering periodStock; provided, however, that the Top-Up Option shall terminate upon the earlier of not be deemed to be exercised (i) to purchase an amount of Top-Up Option Shares in excess of the termination number of this Agreement in accordance with shares of Company Common Stock authorized and unissued (treating shares owned by the terms hereof Company as treasury stock as unissued) at the time of exercise of the Top-Up Option (treating shares of Company Common Stock issuable pursuant to all then-outstanding stock options, restricted stock units and any other rights to acquire Company Common Stock as if such shares were outstanding), (ii) unless immediately after such exercise and the Effective Time. issuance of the Top-Up Option Shares, Purchaser and Parent shall, when added to the shares of Company Common Stock owned by Purchaser and Parent, own at least 90% of the shares of the Company Common Stock outstanding (cexcluding from the calculation of the number of shares of Company Common Stock Purchaser and Parent then owns, but not from the calculation of then-outstanding shares of Company Common Stock, the Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) In immediately after the event Parent or Acceptance Time (the “Short-Form Threshold”), (iii) unless the Acceptance Time shall have occurred, (iv) unless Purchaser irrevocably commits upon acquisition of the Top-Up Shares to immediately effect the Merger Sub wishes pursuant to Section 2.3 and (v) if the exercise of the Top-Up Option, Parent the issuance and delivery of the Top-Up Option Shares and compliance with this Section 1.4 shall be prohibited by any outstanding order or Merger Sub Law (excluding any rules of Nasdaq that require stockholder approval). Purchaser shall so notify pay the Company in writing at least three (3) Business Days in advance of such exercise and shall the aggregate purchase price required to be paid for the Top-Up Option Shares as set forth in Section 1.4(b). (b) Subject to the limitations set forth in Sections 1.4(a) and the satisfaction of the conditions to the Merger set forth in Article VI, if there shall not have been validly tendered in the Offer and not validly withdrawn that number of shares of Company Common Stock which, when added to the shares of Company Common Stock owned by Purchaser and Parent prior to giving effect to the exercise of the Top-Up Option, does not represent at least the Short-Form Threshold on the Offer Closing Date, Purchaser shall on such notice (i) whether Parent is electing date be deemed to have exercised the Top-Up Option for such number of Top-Up Option Shares determined as is necessary for Purchaser to reach the Short-Form Threshold and on a fully-diluted or primary basis, such date shall give the Company prior written notice specifying (iix) the number of shares of Company Common Stock directly or indirectly owned by Merger Sub immediately preceding Purchaser and Parent at the purchase time of such notice (giving effect to the Offer Closing but prior to giving effect to the exercise of the Top-Up Shares Option) and (iiiy) the place number of Top-Up Option Shares. Such notice will also include an undertaking signed by Purchaser and time for the closing of the purchase of Parent that, immediately following the Top-Up Shares (Closing, Purchaser will, and Parent will cause Purchaser to, consummate the “Top-Up Closing”)Merger in accordance with Section 2.3. The Company shall, as soon as practicable following receipt of such noticenotice (and in any event no later than the Offer Closing), notify Parent and Merger Sub in writing of deliver written notice to Purchaser specifying the number of shares of Company Common Stock Shares then outstanding and, based on such number and, based on the information specified provided by Purchaser in the notice of Parent or Merger Subits notice, the number of Top-Up Option Shares to be purchased. If the number of Top-Up Option Shares specified in the notice provided delivered by Purchaser is different than the number of Top-Up Option Shares specified in the notice delivered by the Company, the Company and Purchaser shall, as promptly as practicable and in any event on the Offer Closing Date, reasonably agree on the appropriate number of Top-Up Option Shares. At the closing of the purchase of the Top-Up Option Shares (the “Top-Up Closing”), (i) Parent or Merger Sub which shall pay take place simultaneously with the Offer Closing, the purchase price owed by Purchaser to the Company the aggregate price required to be paid for purchase the Top-Up SharesOption Shares shall be paid to the Company, at Purchaser’s option: (i) in cash, by wire transfer of same-day funds; or (ii) by (A) paying in cash, by wire transfer of same-day funds, an amount equal to not less than the election aggregate par value of Parent the Top-Up Option Shares and Merger Sub, in cash or by delivery of (B) executing and delivering to the Company a promissory note which shall have having a principal amount equal to the following termsaggregate purchase price pursuant to the Top-Up Option less the amount paid in cash pursuant to the preceding clause (A) (the “Promissory Note”). The Promissory Note: it (1) shall be due on the first anniversary of the Top-Up Closing; it (2) shall bear simple interest of five percent 5% per annum, payable in arrears at maturity; (3) shall be fully recourse to Purchaser and Parent; (4) may be prepaid, in whole or in part, at any time without premium or penalty; and (5%) per annum; it shall have full recourse to Parent; and it shall have no other material terms and (ii) terms. At the Top-Up Closing, the Company shall cause to be issued to Merger Sub Purchaser a certificate representing the Top-Up Option Shares. (dc) Each of Purchaser and Parent and Merger Sub acknowledge acknowledges that the Top-Up Option Shares that Purchaser may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. The parties hereto shall cooperate to ensure that the issuance of the Top-Up Option Shares is accomplished consistent with all applicable Laws, including compliance with an applicable exemption from registration of the Top-Up Option Shares under the Securities Act. Each of Purchaser and Parent and Merger Sub hereby represents and warrants to the Company that each of Parent and Merger Sub Purchaser is, and will be upon the purchase exercise of the Top-Up Option Shares, an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act. Each of Purchaser and Parent represents, warrants and Merger Sub agree agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Parent or Merger Sub Purchaser for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities Laws. (d) Any dilutive impact on the value of the shares of Company Common Stock resulting from the issuance of the Top-Up Option Shares or the payment by Purchaser to the Company of consideration of the Top-Up Option Shares, including the Promissory Note, will not be taken into account in any determination of the fair value of any Dissenting Shares pursuant to Section 262 of the DGCL as contemplated by Section 2.10 and none of the parties hereto shall take any position to the contrary in any appraisal proceeding.

Top-Up Option. (ai) The Subject to Section 1.4(a)(ii), Section 1.4(a)(iii) and Section 1.4(a)(iv) hereof, the Company hereby grants to Parent and/or Merger Sub an and Purchaser a non-assignable and irrevocable option (the “Top-Up Option”), subject to the terms and conditions hereof, ) to purchase that from the Company the number of shares of Company Common Stock (the “Top-Up Option Shares”) equal to the lowest lesser of (A) the number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock (if any) owned by Merger Sub Parent, Purchaser or their respective Affiliates at the time of such exerciseexercise of the Top-Up Option, shall constitute constitutes one share (1) Share more than 90% of Company the Shares of Common Stock more than ninety percent then outstanding on a fully diluted basis (90%) of the number of shares of Company Common Stock entitled after giving effect to vote on the Merger after the issuance of the Top-Up Option Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Offer Price ) or (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that the Top-Up Option may be exercised only if (iB) the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the aggregate number of shares of Company Common Stock in excess that the Company is authorized to issue under its Certificate of the shares of Company Common Stock authorized Incorporation but unissued that are not issued and outstanding (and are not reserved subscribed for issuanceor otherwise committed to be issued) at the time of exercise of the Top-Up OptionOption (it being understood that for the purpose of this Section 1.4, shares of Common Stock authorized but not issued and outstanding shall be deemed to include, without limitation, shares of Common Stock of the Company held in the treasury of the Company). (bii) The Top-Up Option shall only may be exercisable once exercised by Parent or Purchaser, in whole and (but not in part part), at any time within ten after the Acceptance Time and prior to the earlier to occur of (10A) Business Days following the payment by Merger Sub for shares Effective Time and (B) the termination of Company Common Stock this Agreement pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering periodArticle VIII; provided, however, that the Top-Up Option shall terminate upon the earlier of only be exercisable if: (i1) the termination Minimum Tender Condition has been satisfied, (2) no provision of this Agreement any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the shares of Common Stock in accordance with respect of such exercise, (3) the terms hereof issuance of shares of Common Stock pursuant to the Top-Up Option would not require approval of the Company’s stockholders under applicable Law or regulation, and (ii4) Parent or Purchaser has accepted for payment and paid for all Shares validly tendered in the Effective TimeOffer and not withdrawn. (ciii) The aggregate purchase price payable for the shares of Common Stock being purchased by Parent or Purchaser pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by the Offer Price. Such purchase price may be paid by Parent or Purchaser, at its election, either entirely in cash or by executing and delivering to the Company a promissory note having a principal amount equal to the purchase price for the Top-Up Option Shares. Any such promissory note shall bear interest at the rate of interest per annum equal to the rate of interest publicly announced by JPMorgan Chase Bank, N.A., in the City of New York, at the time such note is paid as such bank’s prime lending rate, shall mature not later than the fifth anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty. (iv) In the event Parent or Merger Sub Purchaser wishes to exercise the Top-Up Option, Parent or Merger Sub Purchaser shall so notify deliver to the Company in writing at least three a notice setting forth (3) Business Days in advance of such exercise and shall set forth in such notice (i) whether Parent is electing to have the number of Top-Up Shares determined on a fully-diluted or primary basis, (iiA) the number of shares of Company Common Stock owned by Merger Sub immediately preceding the that Parent or Purchaser intends to purchase of pursuant to the Top-Up Shares Option, (B) the manner in which Parent or Purchaser intends to pay the applicable exercise price and (iiiC) the place and time for at which the closing of the purchase of the Top-Up Shares (the “Top-Up Closing”). The Company shall, as soon as practicable following receipt of such notice, notify Parent and Merger Sub in writing of the number of shares of Company Common Stock then outstanding and, based on the information specified in the notice of by Parent or Merger Sub, the number of Top-Up SharesPurchaser is to take place. At the Top-Up Closingclosing of the purchase of such shares of Common Stock, (i) Parent or Merger Sub Purchaser shall pay cause to be delivered to the Company the aggregate price consideration required to be paid delivered in exchange for the Top-Up Sharessuch shares, at the election of Parent and Merger Sub, in cash or by delivery of a promissory note which shall have the following terms: it shall be due on the first anniversary of the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; and it shall have no other material terms and (ii) the Company shall cause to be issued to Merger Sub Parent or Purchaser (as the case may be) a certificate representing the Top-Up Shares. (d) Parent and Merger Sub acknowledge such shares. The parties shall cooperate to ensure that the Top-Up Shares will not be registered under the Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents and warrants to the Company that each of Parent and Merger Sub is, and will be upon the purchase issuance of the Top-Up Shares, an “accredited investor,” as such term is defined in Rule 501 shares of Regulation D under the Securities Act. Parent and Merger Sub agree that the Top-Up Option and the Top-Up Shares to be acquired Common Stock upon exercise of the Top-Up Option are being and will be acquired by Parent or Merger Sub for the purpose is accomplished in a manner consistent with all applicable legal requirements of investment and not any Governmental Entity, including compliance with a view to, or for resale in connection with, any distribution thereof (within the meaning an applicable exemption from registration of the Shares under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”).

Top-Up Option. (a) The Company hereby grants to Parent and/or the Merger Sub Subsidiary an irrevocable option (the “"TOP-UP OPTION"), such Top-Up Option”), subject Option to be exercisable only on or after the terms and conditions hereofDetermination Time, to purchase that number of shares of Company Common Stock Shares (the “Top"TOP-Up Shares”UP OPTION SHARES") equal to the lowest number of shares of Company Common Stock Shares that, when added to the number of shares of Company Common Stock Shares owned by the Merger Sub Subsidiary at the time of such exercise, shall constitute one share of Company Common Stock more than ninety percent (90%) % of the number of shares of Company Common Stock entitled to vote on the Merger after Shares then outstanding (assuming the issuance of the Top-Up Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at Option Shares and the exercise of all outstanding exercisable options to purchase Shares with an exercise price less than the Offer Price), at a price per Top-Up Share share equal to the Offer Price (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that the Top-Up Option may be exercised only if (i) the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of exercise of the Top-Up Option. (b) The Top-Up Option shall only be exercisable once in whole and not in part at any time within ten (10) Business Days following the payment by Merger Sub for shares of Company Common Stock pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering periodPrice; provided, however, that the Top-Up Option shall terminate not be exercisable unless immediately after such exercise the Merger Subsidiary would own more than 90% of the Shares then outstanding; and provided, further, that in no event shall the Top-Up Option be exercisable for a number of shares in excess of the Company's then authorized but unissued Shares (giving effect to Shares reserved for issuance under Stock Options as though they were outstanding). (b) The Merger Subsidiary may exercise the Top-Up Option, in whole but not in part, at any one time after the occurrence of a Top-Up Exercise Event (as defined below) and prior to the Top-Up Termination Date. The "TOP-UP TERMINATION DATE" will occur upon the earlier earliest to occur of the following: (i) the Effective Time; (ii) the termination of this Agreement pursuant to its terms, (iii) ten (10) business days after the occurrence of a Top-Up Exercise Event, unless Merger Subsidiary has notified the Company of its intent to exercise the Top-Up Option in accordance with the terms hereof and conditions of this Agreement; and (iiiv) ten (10) business days after the Effective TimeTop-Up Response Date (as defined below) unless the Top-Up Closing (as defined below) has previously occurred. (c) For purposes of this Agreement, a "TOP-UP EXERCISE EVENT" shall occur only upon Merger Subsidiary's acceptance for payment pursuant to the Offer of Shares or acquisition of Shares constituting at least 80% of the Shares then outstanding. (d) In the event Parent or Merger Sub Subsidiary wishes to exercise the Top-Up Option, Parent or Merger Sub Subsidiary shall so notify the Company Company, in writing at least three (3) Business Days in advance of such exercise writing, and shall set forth in such notice (i) whether Parent is electing to have the number of Top-Up Shares determined on a fully-diluted or primary basis, (ii) the number of shares of Company Common Stock that are expected to be owned by Merger Sub Subsidiary immediately preceding the purchase of the Top-Up Option Shares and (iiiii) the place and time for the closing of the purchase of the Top-Up Option Shares (the “Top"TOP-Up Closing”UP CLOSING"). The Company shall, as soon as practicable following receipt of such notice, notify Parent and Merger Sub Subsidiary, in writing (the date of such notice being the "TOP-UP RESPONSE DATE"), of the number of shares of Company Common Stock Shares then outstanding and, based on the information specified in the notice of Parent or Merger Sub, and the number of Top-Up Option Shares. At the Top-Up Closing, (i) Parent or Merger Sub Subsidiary shall pay to the Company the aggregate price required to be paid for the Top-Up Shares, at the election of Parent Option Shares and Merger Sub, in cash or by delivery of a promissory note which shall have the following terms: it shall be due on the first anniversary of the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; and it shall have no other material terms and (ii) the Company shall cause to be issued to Merger Sub Subsidiary a certificate representing the Top-Up Option Shares. (de) The obligation of the Company to deliver Top-Up Option Shares upon the exercise of the Top-Up Option is subject to the following conditions: (i) any applicable waiting period under the HSR Act and regulations analogous to the HSR Act existing in foreign jurisdictions relating to the issuance of the Top-Up Option Shares will have expired or been terminated; (ii) no provision of any applicable law or regulation and no judgment, injunction, or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect of any such exercise; and (iii) delivery of the Top-Up Option Shares would not require the approval of the Company's shareholders pursuant to the rules and regulations of The Nasdaq Stock Market. (f) Parent and Merger Sub acknowledge Subsidiary understand that the Shares which Merger Subsidiary may acquire upon exercise of the Top-Up Shares Option will not be registered under the Securities 1933 Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offeringtransaction. Each of Parent and Merger Sub hereby represents and warrants to the Company that each of Parent and Merger Sub Subsidiary is, and or will be upon the purchase of the Top-Up Option Shares, an “accredited investor,” Accredited Investor, as such term is defined in Rule 501 of Regulation D promulgated under the Securities 1933 Act. Parent and Merger Sub agree Subsidiary agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Parent or Merger Sub Subsidiary for the purpose of investment and not with a view to, to or for resale in connection with, with any distribution thereof (within the meaning of the Securities 1933 Act). (g) Certificates evidencing Top-Up Option Shares delivered hereunder may, at the Company's election, contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 OR ANY EXEMPTION THEREFROM.

Top-Up Option. (a) The Company hereby irrevocably grants to Parent and/or Merger Sub Offeror an irrevocable option (the “Top-Up Option”), subject to exercisable upon the terms and conditions hereofset forth in this Section 1.04, to purchase up to that number of shares of Company Common Stock (the “Top-Up Option Shares”) equal to the lowest a number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock directly or indirectly owned by Merger Sub Parent or any of its Subsidiaries (including the Offeror and its Subsidiaries) at the time of such exercise, shall constitute one share of Company Common Stock the least amount required so that Parent and Offeror own more than ninety percent (90%) % of the number of shares of Company Common Stock entitled to vote on the Merger after the issuance of the Top-Up Shares, calculated outstanding on a fully-fully diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Offer Price basis (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that the Top-Up Option may be exercised only if (ias provided below) the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the immediately after exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares at a price per share as set forth below; provided that in no event shall not be prohibited by any Law or Order and (iii) the Top-Up Option is be exercisable for not more than the a number of shares of Company Common Stock in excess of the Company’s then authorized but unissued shares of Company Common Stock. For purposes of percentage of ownership calculations with respect to the Company under this Agreement, “fully diluted basis” assumes the conversion or exercise of all derivative securities or other rights to acquire Company Common Stock regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof, other than any shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of exercise of subject to the Top-Up Option. The purchase price for the Top-Up Option Shares shall be equal to the Offer Price, which price shall be payable either, at Offeror’s election, (A) entirely in cash or (B) in cash in an amount equal to the aggregate par value of the purchased Top-Up Option Shares and by the issuance of a full recourse note with a principal amount equal to the remainder of the exercise price. (b) The Top-Up Option shall only be exercisable once by Offeror, in whole and not or in part part, at any time within ten on or after the Acceptance Time (10) Business Days following so long as the payment by Merger Sub for shares exercise of Company Common Stock pursuant to the Offer representing at least such number Top-Up Option would, after the issuance of shares of Company Common Stock as shall satisfy thereunder, be sufficient to allow the Minimum ConditionShort Form Merger to occur), or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering period; provided, however, that the Top-Up Option shall terminate upon and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its terms; provided, however, that the terms hereof and obligation of the Company to deliver Top-Up Option Shares upon the exercise of the Top-Up Option is subject to the conditions that (iiA) no Law or Order (each as defined in Section 4.01(d)) shall prohibit the Effective Time. exercise of the Top-Up Option or the delivery of all or a portion of the Top-Up Option Shares in respect of such exercise, (cB) In the event Parent no Governmental Entity or Merger Sub wishes to self-regulatory organization including any stock exchange shall have threatened any action with respect thereto, (C) upon exercise of the Top-Up Option, the number of shares of Company Common Stock owned by Parent or Offeror constitutes more than 90% of the number of shares of Company Common Stock that will be outstanding on a fully diluted basis immediately after the issuance of the Top-Up Option Shares, and (D) Offeror has accepted for payment all shares of Company Common Stock validly tendered in the Offer and not withdrawn. Without limiting the obligations set forth in Section 6.03, if the Top-Up Option shall not be exercised in whole or part by Offeror within five (5) Business Days of the Acceptance Time to the extent necessary to allow the Short Form Merger Sub to occur, the Offeror shall use its reasonable best efforts to cooperate with the Company to obtain, as soon as practicable, such required stockholder approval or, pursuant to Section 6.01, the Stockholder Approval and to consummate the Merger. (c) Upon the exercise of the Top-Up Option in accordance with Section 1.04(a), Parent shall so notify the Company in writing at least three (3) Business Days in advance of such exercise and shall set forth in such notice (i) whether Parent is electing to have the number of Top-Up Shares determined on a fully-diluted or primary basis, (ii) the number of shares of Company Common Stock that are expected to be owned by Merger Sub Parent, Offeror or any wholly-owned Subsidiary of Parent or Offeror immediately preceding the purchase of the Top-Up Option Shares and (iiiii) the a place and time for the closing of the purchase of the Top-Up Option Shares (and the “Company shall issue the Top-Up Closing”Option Shares at such designated time). The Company shall, as soon as practicable following receipt of such notice, notify Parent and Merger Sub in writing Offeror of the number of shares of Company Common Stock then outstanding and, based on the information specified in the notice of Parent or Merger Sub, and the number of Top-Up Option Shares. At the closing of the purchase of the Top-Up ClosingOption Shares, (i) Parent or Merger Sub Offeror, as the case may be, shall pay to the Company the aggregate price required to be paid for the Top-Up SharesOption Shares pursuant to Section 1.04(a), at the election of Parent and Merger Sub, in cash or by delivery of a promissory note which shall have the following terms: it shall be due on the first anniversary of the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; and it shall have no other material terms and (ii) the Company shall cause to be issued to Merger Sub Parent or Offeror a certificate or book-entry shares representing the Top-Up Option Shares. (d) Parent and Merger Sub acknowledge that the Top-Up Option Shares which Offeror may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents represent and warrants warrant to the Company that each of Parent and Merger Sub Offeror is, and or will be upon the purchase of the Top-Up Option Shares, an “accredited investor,” ”, as such term is defined in Rule 501 of Regulation D under the Securities Act. Parent and Merger Sub agree agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Parent or Merger Sub Offeror for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act).

Top-Up Option. (a) The Subject to this Section 2.3, the Company hereby grants to Parent and/or Merger Sub Purchaser an irrevocable option (the “Top-Up Option”), subject to the terms and conditions hereof, ) to purchase that number of shares at a price per share of Company Common Stock equal to the Per Share Amount (the “Top-Up Share Price”), a number (but not less than that number) of newly issued Shares (the “Top-Up Option Shares”) equal to the lowest number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock Shares beneficially owned by Merger Sub at the time of such exercise, shall constitute one share of Company Common Stock more than ninety percent (90%) of the number of shares of Company Common Stock entitled to vote on the Merger after the issuance of the Top-Up Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Offer Price (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that the Top-Up Option may be exercised only if (i) the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of exercise of the Top-Up Option. (b) , constitutes 90% of the number of Shares that will be outstanding immediately after the issuance of the Top-Up Option Shares, provided, that in no event will such number of Shares exceed the number of authorized and unissued Shares not otherwise reserved for issuance for outstanding Company Stock Options or Company Restricted Share Units or other obligations of the Company. The Top-Up Option shall only may be exercisable once exercised, in whole and but not in part part, at any one time within ten (10) Business Days following on or after the payment by Merger Sub for shares of Company Common Stock pursuant Acceptance Date and prior to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering period; provided, however, that the Top-Up Option shall terminate upon the earlier earliest to occur of (i) the Effective Time, (ii) the termination of this Agreement in accordance with the terms hereof and Article VIII, or (iiiii) the Effective Time. occurrence of the fifth Business Day following the Expiration Date; provided, however, that the obligation of the Company to deliver Top-Up Option Shares upon the exercise of the Top-Up Option is subject to the conditions that (cA) In no provision of any applicable law and no judgment, injunction, order or decree of any Governmental Authority prohibits such exercise, (B) at the event Parent or Merger Sub wishes to time of exercise, Purchaser owns more than 50% of the Fully Diluted Shares but less than 90% of the Shares then-outstanding, (C) upon exercise of the Top-Up Option, the number of Shares owned, directly or indirectly, by Parent or Merger Sub shall so Purchaser constitutes 90% of the number of Shares that will be outstanding immediately after the issuance of the Top-Up Option Shares, (D) the number of Top-Up Option Shares issued pursuant to the Top-Up Option may in no event exceed the number of authorized and unissued Shares not otherwise reserved for issuance for outstanding Company Stock Options or other obligations of the Company, and (E) Purchaser has accepted for payment and paid for all Shares validly tendered in the Offer and not validly withdrawn. (b) Upon the exercise of the Top-Up Option in accordance with Section 2.3(a), Purchaser will notify the Company in writing at least three (3) Business Days in advance of such exercise and shall set forth in such notice (i) whether Parent is electing to have the number of Top-Up Shares determined on a fully-diluted or primary basis, (ii) the number of shares of Company Common Capital Stock owned expected to be owned, beneficially and of record, by Merger Sub Parent or Purchaser immediately preceding the purchase of the Top-Up Shares and Option Shares, (iiiii) the a place and time for the closing of the purchase of the Top-Up Shares Option Shares, and (iii) Purchaser’s agreement to (and Parent’s agreement to cause Purchaser to) consummate the “Merger in accordance with the DGCL as contemplated by this Agreement as promptly as practicable following issuance of the Top-Up Closing”)Option Shares. The Company shallwill, as soon as practicable following receipt of such notice, notify Parent and Merger Sub in writing Purchaser of the number of shares of Company Common Stock Shares then outstanding and, based on the information specified in the notice of Parent or Merger Sub, and the number of Top-Up Option Shares. At the closing of the purchase of the Top-Up ClosingOption Shares, (i) Parent or Merger Sub shall Purchaser will pay to the Company the aggregate purchase price required to be paid for the Top-Up Option Shares pursuant to this Section 2.3, and the Company will cause to be issued to Purchaser a Certificate representing the Top-Up Option Shares, at which may include any legends required by applicable securities laws. At its election, Purchaser may pay the election of Parent and Merger Sub, aggregate purchase price payable for the Top-Up Option Shares either (A) in cash by wire transfer of immediately available funds to an account designated by the Company or (B) by delivery of executing and delivering to the Company a promissory note which shall have in form mutually acceptable by Parent and the following terms: it shall be due Company having a principal amount equal to the balance of the aggregate purchase price for the Top-Up Option Shares and an interest rate equal to the per annum interest rate payable with respect to the revolver under the Company’s Credit Agreement with Bank of America dated February 21, 2007 (as in effect on the first anniversary date hereof), which promissory note will be payable in full with accrued interest immediately at the Effective Time. Each of the Parties will use its commercially reasonable efforts to ensure that any issuance of Top-Up Option Shares is accomplished consistent with all applicable laws. The Parties acknowledge and agree that, in any appraisal proceeding related to this Agreement, the fair value of the shares of Company Capital Stock subject to the appraisal proceeding will be determined in accordance with the DGCL without regard to the exercise by Purchaser of the Top-Up Closing; it shall bear simple interest Option, any shares of five percent (5%) per annum; it shall have full recourse to Parent; and it shall have no other material terms and (ii) the Company shall cause to be Common Stock issued to Merger Sub a certificate representing upon exercise of the Top-Up SharesOption or the promissory note referred to in this Section 2.3(b). (dc) Parent and Merger Sub acknowledge Purchaser understand that the Shares that Purchaser may acquire upon exercise of the Top-Up Shares Option will not be registered under the Securities Act Act, and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents Purchaser represent and warrants warrant to the Company that each of Parent and Merger Sub Purchaser is, and will be upon the purchase any exercise of the Top-Up SharesOption, an “accredited investor,” (as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act). Parent and Merger Sub agree Purchaser agrees that the any Top-Up Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Parent or Merger Sub for the purpose of investment and not with a view to, to or for resale in connection with, with any distribution thereof (within the meaning of the Securities Act). (d) In the event of any change in the number of shares of outstanding Company Common Stock by reason of any stock dividend, stock split, recapitalization, combination, exchange of shares, merger, consolidation, reorganization or the like or any other change in the corporate or capital structure of the Company that would have the effect of diluting Purchaser’s rights under the Top-Up Option, the number of Top-Up Option Shares and the Top-Up Share Price will be adjusted appropriately so as to restore to Purchaser its rights hereunder with respect to the Top-Up Option as the same exists as of the date of this Agreement.

Top-Up Option. (a) The Company hereby grants to Parent and/or Merger Sub an irrevocable option (the “Top-Up Option”), subject to ) exercisable only in accordance with the terms and conditions hereofset forth in this Section 1.3, to purchase that number of shares (but not less than that number) of Company Common Stock (the “Top-Up Option Shares”) equal to the lowest number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned collectively owned, directly or indirectly, by Parent, Merger Sub or their affiliates at the time of such exercise, shall constitute one share of Company Common Stock more than ninety percent 80% of the total shares of Company Common Stock then outstanding on a fully-diluted basis (90%assuming the issuance of the Top-Up Option Shares and the exercise of options that are vested or may vest prior to the Merger Outside Date) at a purchase price per Top-Up Option Share equal to the Per Share Amount. Notwithstanding the foregoing provisions of this Section 1.3(a), the Top-Up Option shall not be exercisable for shares of Company Common Stock and will terminate on the Acceptance Date if the number of Top-Up Option Shares exceeds the number of shares of Company Common Stock entitled to vote on authorized and unissued or held in the Merger after the issuance treasury of the Top-Up Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal Company (giving effect to the Offer Price (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that the Top-Up Option may be exercised only if (i) the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued issuable pursuant to all then-outstanding Company Stock Options (defined in Section 3.3) and not reserved for issuance) at the time any other rights to acquire shares of exercise of the Top-Up OptionCompany Common Stock as if such shares were outstanding). (b) The Top-Up Option shall only not be exercisable unless, immediately after such exercise and the issuance of shares of Company Common Stock pursuant thereto, after accounting for the limitations set forth herein, Parent and Merger Sub or their affiliates would hold one share of Company Common Stock more than 80% of the then outstanding shares of Company Common Stock. The Top-Up Option shall be exercisable only once in whole and not in part at any time within ten (10) Business Days following days after the payment by Merger Sub for shares of Company Common Stock pursuant Acceptance Date and prior to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering period; provided, however, that the Top-Up Option shall terminate upon the earlier of (i) the termination of this Agreement Effective Time (defined in accordance with the terms hereof Section 2.2) and (ii) the Effective Timetermination of this Agreement. (c) In the event Parent or If Merger Sub wishes to exercise the Top-Up Option, Parent or Merger Sub shall so notify send to the Company in writing at least three (3) Business Days in advance of such exercise and shall set forth in such a written notice (i) whether Parent is electing to have the number of a “Top-Up Shares determined on a fully-diluted or primary basis, (iiExercise Notice”) the number of shares of Company Common Stock owned by Merger Sub immediately preceding the purchase of the Top-Up Shares and (iii) specifying the place and time for the closing of the purchase of the Top-Up Option Shares (the “Top-Up Closing”)) and a date for the Top-Up Closing. Such notice shall also include an undertaking signed by Parent and Merger Sub that, as promptly as practicable following such exercise of the Top-Up Option, Merger Sub shall, and Parent shall cause Merger Sub to, consummate the Merger in accordance with the terms hereof. The Company shall, as soon as practicable following promptly after receipt of such noticethe Top-Up Exercise Notice, notify Parent and deliver a written notice to Merger Sub in writing of confirming (i) the number of shares of Company Common Stock then outstanding andand then outstanding on a fully-diluted basis, based on the information specified in the notice of Parent or Merger Sub, and (ii) the number of Top-Up Option Shares issuable under the Top-Up Option and the aggregate purchase price therefor. In addition, the Company shall use reasonable best efforts to cause its transfer agent to certify in writing to Merger Sub the number of shares of Company Common Stock issued and outstanding as of immediately prior to the exercise of the Top-Up Option and after giving effect to the issuance of the Top-Up Option Shares. . (d) At the Top-Up Closing, subject to the terms and conditions of this Agreement, (i) Parent the Company shall deliver to Merger Sub a certificate or certificates evidencing the applicable number of Top-Up Option Shares and (ii) Merger Sub shall pay to purchase each Top-Up Option Share from the Company at the aggregate Per Share Amount. Payment of the purchase price required to be paid for the Top-Up SharesOption Shares may be made, at the election of Parent and Merger Sub’s option, in cash or by delivery of (x) immediately available funds by wire transfer to an account designated by the Company or (y) a promissory note, or any combination thereof. Any such promissory note which shall have the following terms: it shall be due full recourse to Parent, bear interest at the applicable federal rate as determined for U.S. income tax purposes, shall mature on the first anniversary of the Top-Up Closing; it date of execution and delivery of such promissory note and may be prepaid at any time without premium or penalty. The parties shall bear simple interest cooperate to ensure that the issuance of five percent (5%) per annum; it shall have full recourse to Parent; and it shall have no other material terms and (ii) the Company shall cause to be issued to Merger Sub a certificate representing the Top-Up SharesOption Shares is accomplished consistent with all applicable legal requirements, including all federal securities laws. (de) Upon the delivery by Merger Sub to the Company of the Top-Up Exercise Notice and the purchase price described in Section 1.3(d), Merger Sub shall, to the extent permitted by Applicable Law, be deemed to be the holder of record of the Top-Up Option Shares issuable upon that exercise, notwithstanding that certificates representing those Top-Up Option Shares shall not then be actually delivered to Merger Sub or the Company shall have failed or refused to designate the account described in Section 1.3(d). (f) Certificates evidencing Top-Up Option Shares delivered hereunder may include legends legally required by applicable securities laws. Parent and Merger Sub acknowledge that the Top-Up Option Shares that Merger Sub may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act of 1933, as amended (together with the rules and regulations thereunder, the “Securities Act”), and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents and warrants to the Company that each of Parent and Merger Sub it is, and or will be upon the purchase of the Top-Up Option Shares, an “accredited investor,” ”, as such term is defined in Rule 501 of Regulation D under the Securities Act. Parent , and Merger Sub agree that the Top-Up Option and the any Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Parent or Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act).

Top-Up Option. (a) The Company hereby grants to Parent and/or Merger Sub Purchaser an irrevocable option option, for so long as this Agreement has not been terminated pursuant to the provisions hereof (the “Top-Up Option”), subject to the terms and conditions hereof, to purchase that number of shares of Company Common Stock (the “Top-Up Option Shares”) equal to the lowest number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Merger Sub Parent, Purchaser and/or any other Subsidiary of Parent at the time of such exercise, shall constitute one (1) share more than 90% of Company the shares of Common Stock more than ninety percent (90%) of the number of shares of Company Common Stock entitled to vote on the Merger after the issuance of the Top-Up Sharesthen outstanding, calculated on a fully-fully diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share share payable in cash equal to the Offer Price (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that the Top-Up Option may be exercised only if (i) the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of exercise of the Top-Up Option. (b) The Top-Up Option shall only be exercisable once in whole and not in part at any time within ten (10) Business Days following the payment by Merger Sub for shares of Company Common Stock pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering periodPrice; provided, however, that the Top-Up Option shall terminate upon not be exercisable, unless immediately after such exercise the earlier Purchaser would own more than ninety percent (90%) of (i) the termination of this Agreement in accordance with the terms hereof and (ii) the Effective TimeCommon Stock then outstanding. (cb) In Subject to no statute, rule or regulation having been enacted or promulgated by any Governmental Entity which prohibits the event Parent consummation of the Merger and there being no order or Merger Sub wishes to injunction of a court of competent jurisdiction in effect preventing consummation of the Top-Up Option or the Merger, the Purchaser may exercise the Top-Up Option, Parent or Merger Sub shall so notify in whole but not in part, at any one time after the Company in writing at least three (3) Business Days in advance occurrence of such exercise and shall set forth in such notice (i) whether Parent is electing to have the number of a Top-Up Shares determined on a fully-diluted or primary basis, Exercise Event and prior to the earlier to occur of (iix) the number Effective Time and (y) the date which is fifteen (15) business days after the occurrence of shares of Company Common Stock owned by Merger Sub immediately preceding the purchase of the a Top-Up Shares and (iii) the place and time for the closing Exercise Event. For purposes of the purchase of the Top-Up Shares (the this Agreement, a “Top-Up Closing”). The Company shall, as soon as practicable following receipt of such notice, notify Parent and Merger Sub in writing of the number of shares of Company Common Stock then outstanding and, based on the information specified in the notice of Parent or Merger Sub, the number of Top-Up Shares. At the Top-Up Closing, Exercise Event” shall occur if (i) Parent or Merger Sub Purchaser shall pay have accepted Shares for payment pursuant to the Company the aggregate price required to be paid for the Top-Up Shares, at the election of Parent and Merger Sub, in cash or by delivery of a promissory note which shall have the following terms: it shall be due on the first anniversary of the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; and it shall have no other material terms Offer and (ii) the Company shall cause to be issued to Merger Sub a certificate representing the Top-Up Shares. (d) Parent and Merger Sub acknowledge that the Top-Up issuance of Shares will not be registered under the Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents and warrants to the Company that each of Parent and Merger Sub is, and will be upon the purchase of the Top-Up Shares, an “accredited investor,” as such term is defined in Rule 501 of Regulation D under the Securities Act. Parent and Merger Sub agree that pursuant the Top-Up Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Parent or Merger Sub for the purpose of investment and would not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act)require shareholder approval under NYSE Rule 312.03.

Top-Up Option. (a) The Subject to Sections 2.3(b) and 2.3(c), the Company hereby grants to Parent and/or Merger Sub Purchaser an irrevocable option (the “Top-Up Option”), subject for so long as this Agreement has not been terminated pursuant to the terms and conditions provisions hereof, to purchase from the Company that number of shares of Company Common Stock (the “Top-Up Shares”) Shares equal to the lowest number of shares of Company Common Stock Shares that, when added to the number of shares of Company Common Stock Shares owned by Merger Sub Parent, Purchaser or their respective Affiliates at the time of such exerciseexercise of the Top-Up Option and following any “subsequent offering period”, shall constitute constitutes at least one share of Company Common Stock Share more than ninety percent (90%) of the number of shares of Company Common Stock entitled to vote Shares on the Merger a Fully Diluted Basis that would be outstanding immediately after the issuance of the Top-Up Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal all Shares to the Offer Price (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that the Top-Up Option may be exercised only if (i) the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the issued upon exercise of the Top-Up Option and the issuance and delivery of the Top-Up (such Shares shall not to be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (b) The Top-Up Option shall only may be exercisable once exercised, in whole and but not in part at any time within ten (10) Business Days part, following the payment by Merger Sub for shares of Company Common Stock pursuant Acceptance Time; provided that, notwithstanding anything in this Agreement to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Conditioncontrary, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering period; provided, however, that the Top-Up Option shall terminate upon the earlier of not be exercisable (i) to the termination extent that the number of this Agreement in accordance with the terms hereof and (ii) the Effective Time. (c) In the event Parent or Merger Sub wishes to Shares issuable upon exercise of the Top-Up Option, Parent or Merger Sub shall so notify the Company in writing at least three (3) Business Days in advance of such exercise and shall set forth in such notice (i) whether Parent is electing to have Option would exceed the number of Top-Up authorized but unissued Shares determined on a fully-diluted that are not reserved or primary basisotherwise committed to be issued, (ii) if any Law or Judgment then in effect shall prohibit the number exercise of shares of Company Common Stock owned by Merger Sub immediately preceding the purchase Top-Up Option or the delivery of the Top-Up Shares and (iii) unless Purchaser has accepted for payment all Shares validly tendered in the place Offer and time not withdrawn. The Top-Up Option shall terminate upon the earlier to occur of (x) the Effective Time and (y) valid termination of this Agreement in accordance with Article VIII. The aggregate purchase price payable for the closing Top-Up Shares being purchased by Purchaser pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Shares by the Offer Price, without interest. Such purchase price may be paid by Purchaser, at its election, either (A) entirely in cash or (B) by paying in cash an amount equal to not less than the aggregate par value of such Top-Up Shares and by executing and delivering to the Company a promissory note having a principal amount equal to the balance of such purchase price. Any such promissory note shall be fully secured by the Top-Up Shares (to the extent not prohibited by applicable Law), shall be full recourse against Parent and Purchaser, shall bear interest at the rate of two percent (2%) per annum, shall mature on the first (1st) anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty. Without the prior written consent of the Company, the right to exercise the Top-Up Option granted pursuant to this Agreement may be exercised only once and shall not be assigned by Purchaser other than to Parent or a wholly owned Subsidiary of Parent, including by operation of Law or otherwise, without the prior written consent of the Company. Any attempted assignment in violation of this Section 2.3(b) shall be null and void. (c) In the event that Purchaser elects to exercise the Top-Up Option, Purchaser shall deliver to the Company written notice (the “Top-Up Notice”) setting forth (i) the number of Shares that Parent and Purchaser own immediately preceding the purchase of the Top-Up Shares Shares, (ii) the “manner in which Purchaser intends to pay the applicable purchase price and (iii) the place and time at which the closing of the purchase of such Top-Up Closing”)Shares by Purchaser is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Purchaser that, as soon as practicable following such exercise of the Top-Up Option, Purchaser shall consummate the Merger in accordance with the Nevada Merger Law. The Company shall, as soon as practicable following receipt of such notice, notify Parent and Merger Sub in writing of deliver written notice to Purchaser specifying the number of shares of Company Common Stock Shares then outstanding and, based on the information specified provided by Purchaser in the notice of Parent or Merger Subits notice, the number of Top-Up Shares. At the closing of the purchase of the Top-Up ClosingShares, (i) Parent or Merger Sub and Purchaser shall pay cause to be delivered to the Company the aggregate price consideration required to be paid delivered in exchange for the Top-Up Shares, at the election of Parent and Merger Sub, in cash or by delivery of a promissory note which shall have the following terms: it shall be due on the first anniversary of the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; and it shall have no other material terms and (ii) the Company shall cause to be issued to Merger Sub a certificate representing Purchaser the Top-Up Shares. The parties hereto agree to use their commercially reasonable efforts to cause the closing of the purchase of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 9.4, and if not so consummated on such day, as promptly thereafter as possible. The parties hereto further agree to use their commercially reasonable efforts to cause the Merger to be consummated in accordance with NRS 92A.180, subject to other applicable Laws, as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares. Parent, Purchaser and the Company shall cooperate to ensure that any issuance of the Top-Up Shares is accomplished in a manner consistent with all applicable Laws. (d) Parent and Merger Sub acknowledge Purchaser understand that the Top-Up Shares will not be registered under the Securities Act Act, and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub hereby Purchaser represents and warrants to the Company that each of Parent and Merger Sub Purchaser is, and will be upon the purchase any exercise of the Top-Up SharesOption, an “accredited investor,” as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act. Each of Parent and Merger Sub agree Purchaser represents, warrants and agrees that the Top-Up Option is being, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will be be, acquired by Parent or Merger Sub Purchaser for the purpose of investment and not with a view to, to or for resale in connection with, with any distribution thereof (within the meaning of the Securities Act). Any certificates evidencing Top-Up Shares shall include any legends required by applicable securities Laws. (e) Notwithstanding anything to the contrary contained herein, each of Parent, Purchaser and the Company, as among and between one another, agrees and acknowledges that, in any proceeding under the Dissenters’ Rights Statutes with respect to Dissenting Shares, the fair value of the Dissenting Shares shall be determined in accordance with the Dissenters’ Rights Statutes without regard to the Top-Up Option, the Top-Up Shares or any cash or promissory note delivered by Purchaser to the Company as consideration therefor, and the Surviving Corporation shall not assert that the Top-Up Option, the Top-Up Shares or any cash or promissory note delivered by Purchaser to the Company in payment for such Top-Up Shares shall be considered in connection with the determination of the fair value of the Dissenting Shares in accordance with the Dissenters’ Rights Statutes.

Top-Up Option. (a) The Company hereby grants to Parent and/or Merger Sub an irrevocable option (the “Top-Up Option”), subject to exercisable only on the terms and conditions hereofset forth in this Section 1.10, to purchase at a price per share equal to the Offer Price paid in the Offer up to that number of newly issued shares of Company Common Stock (the “Top-Up Shares”) equal to the lowest number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock directly or indirectly owned by Merger the Parent or the Sub at the time of such exerciseexercise of the Top-Up Option, shall constitute one share of Company Common Stock more than ninety percent (90%) % of the number of shares of Company Common Stock entitled to vote on the Merger outstanding immediately after the issuance of the Top-Up Shares, calculated Shares (determined on a fully-“fully diluted basis, or, at Parent’s election, on a primary basis, at an ” (which assumes conversion or exercise price per Top-Up Share equal to of all derivative securities regardless of the Offer Price (with, for this purpose onlyconversion or exercise price, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25vesting schedule or other terms and conditions thereof)); provided, however, that the Top-Up Option may be exercised only if (i) the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is shall not be exercisable for not more than the a number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but and unissued (and not reserved for issuance) at the time of exercise of the Top-Up Option. Option and (bii) the Top-Up Option may not be exercised unless, following the time of acceptance by the Sub of shares of Company Common Stock tendered in the Offer or after a subsequent offering period, eighty-five percent (85%) or more of the shares of Company Common Stock shall be directly or indirectly owned by the Parent or the Sub. The Top-Up Option shall only be exercisable once in whole and not in part at any time within ten (10) Business Days following the payment by Merger Sub for shares of Company Common Stock pursuant Acceptance Date and prior to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering period; provided, however, that the Top-Up Option shall terminate upon the earlier to occur of (ia) the Effective Time and (b) the termination of this Agreement in accordance with the terms hereof and (ii) the Effective Timeits terms. (cb) In The parties shall cooperate to ensure that the event Parent or Merger issuance and delivery of the Top-Up Shares comply with all applicable Laws, including compliance with an applicable exemption from registration of the Top-Up Shares under the Securities Act. If Sub wishes to exercise the Top-Up Option, Parent or Merger Sub shall so notify give the Company in writing at least three (3) Business Days in advance of such exercise and shall set forth in such notice one business day prior written notice, specifying (i) whether Parent is electing to have the number of Top-Up Shares determined on a fully-diluted or primary basis, (ii) the number of shares of Company Common Stock directly or indirectly owned by Merger Sub immediately preceding the purchase Parent at the time of the Top-Up Shares such notice and (iiiii) the a place and a time for the closing of the purchase of the Top-Up Shares (the “Top-Up Closing”)such purchase. The Company shall, as soon as practicable following receipt of such notice, notify Parent and Merger deliver written notice to Sub in writing of the number of shares of Company Common Stock then outstanding andspecifying, based on the information specified provided by Sub in the notice of Parent or Merger Subits notice, the number of Top-Up Shares. At the Top-Up Closing, (i) Parent or Merger Sub shall pay to closing of the Company the aggregate price required to be paid for the purchase of Top-Up Shares, at the election of Parent and Merger Subpurchase price owed by Sub to the Company therefor shall be paid to the Company (i) in cash, in cash by wire transfer or cashier’s check or (ii) by delivery issuance by Sub to the Company of a promissory note which shall have the following terms: it shall be due on the first anniversary of the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; and it shall have no other material terms and (ii) the Company shall cause to be issued to Merger Sub a certificate representing the Top-Up Shares. (d) Parent and Merger Sub acknowledge that the Top-Up Shares will not be registered under the Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents and warrants reasonably satisfactory to the Company that each of Parent and Merger Sub is, and will be upon the purchase of the Top-Up Shares, an “accredited investor,” as such term is defined in Rule 501 of Regulation D under the Securities Act. Parent and Merger Sub agree that the Top-Up Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Parent or Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act)Company.

Top-Up Option. (a) The Company hereby grants to Parent and/or Merger Sub an irrevocable option (the “Top-Up Option”), subject to the terms and conditions hereof, ) to purchase up to that number of shares of Company Common Stock Shares (the “Top-Up Option Shares”) equal to the lowest number of shares of Company Common Stock Shares that, when added to the number of shares of Company Common Stock Shares collectively owned by Parent or Merger Sub at the time of such exercise, shall constitute one share of Company Common Stock Share more than ninety percent (90%) of the number of shares of Company Common Stock entitled Shares then outstanding (determined on a fully diluted basis after giving effect to vote on the Merger after the issuance of the Top-Up Option Shares, calculated on a fully-diluted basis, or), at Parent’s election, on a primary basis, at an exercise purchase price per Top-Up Option Share equal to the Offer Price (withPer Share Amount. Notwithstanding the foregoing provisions of this Section 2.3(a), for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that the Top-Up Option may shall not be exercised only exercisable if (i) the issuance of the Top-Up Shares Minimum Condition shall have not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), been met or (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the aggregate number of shares of (A) Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of Shares issuable upon exercise of the Top-Up Option, plus (B) Company Shares then outstanding, plus (C) Company Shares issuable upon exercise of all options and other rights to purchase Company Shares, would exceed the number of authorized Company Shares. (b) The Merger Sub may, at its election, exercise the Top-Up Option shall only be exercisable once Option, in whole and whole, but not in part part, at any one time within ten (10) Business Days following the after Merger Sub’s acceptance for payment by Merger Sub for shares of Company Common Stock Shares pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering period; provided, however, that the Top-Up Option shall terminate upon and prior to the earlier of (i) the termination of this Agreement in accordance with the terms hereof Effective Time and (ii) the Effective Timetermination of this Agreement. (c) In the event Parent or If Merger Sub wishes to exercise the Top-Up Option, Parent or Merger Sub shall so notify send to the Company in writing at least three (3) Business Days in advance of such exercise and shall set forth in such a written notice (i) whether Parent is electing to have the number of a “Top-Up Shares determined on a fully-diluted or primary basis, (iiExercise Notice”) the number of shares of Company Common Stock owned by Merger Sub immediately preceding the purchase of the Top-Up Shares and (iii) specifying the place and time for the closing of the purchase of the Top-Up Option Shares (the “Top-Up Closing”)) and a date not earlier than one (1) Business Day nor later than ten (10) Business Days after the date of the Top-Up Exercise Notice for the Top-Up Closing. The Company shall, as soon as practicable following promptly after receipt of such noticethe Top-Up Exercise Notice, notify deliver a written notice to Parent and or Merger Sub in writing of confirming (i) the number of shares of Company Common Stock Shares then outstanding andon a fully diluted basis, based on the information specified in the notice of Parent or Merger Sub, and (ii) the number of Top-Up Shares. Option Shares and the aggregate purchase price therefor. (d) At the Top-Up Closing, subject to the terms and conditions of this Agreement: (i) Parent or Merger Sub shall pay to the Company the aggregate price required to be paid for the Top-Up Shares, at the election of Parent and Merger Sub, in cash or by delivery of a promissory note which shall have the following terms: it shall be due on the first anniversary of the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; and it shall have no other material terms and (ii) the Company shall cause to be issued deliver to Merger Sub a certificate representing or certificates evidencing the Top-Up Shares. (d) Parent and Merger Sub acknowledge that the Top-Up Shares will not be registered under the Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each applicable number of Parent and Merger Sub hereby represents and warrants to the Company that each of Parent and Merger Sub is, and will be upon the purchase of the Top-Up Shares, an “accredited investor,” as such term is defined in Rule 501 of Regulation D under the Securities Act. Parent and Merger Sub agree that the Top-Up Option and Shares; provided, however, that the obligation of the Company to deliver Top-Up Option Shares to be acquired upon the exercise of the Top-Up Option are being is subject to the conditions that (A) no provision of any applicable Law shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect of any such exercise and will (B) the Top-Up Option shall not be acquired by exercisable if the issuance of the Top-Up Option Shares would result in the issuance of Company Shares equal to or greater than 19.9% of the Company Shares issued and outstanding immediately prior to the Execution Date unless Parent or and Merger Sub certify to the Company in writing that within three (3) Business Days following the exercise of the Top-Up Option, Parent and Merger Sub shall consummate the Merger in a short-form merger without a meeting of the Company shareholders in accordance with Section 253 of the DGCL (in which case, the Top-Up Option may be exercised without regard to this subsection B); and (ii) Merger Sub shall purchase each Top-Up Option Share from the Company at the Per Share Amount. Payment by Merger Sub of the purchase price for the purpose Top-Up Option Shares may be made by delivery of investment and not with immediately available funds by wire transfer to an account designated by the Company, a view tosix-month full recourse promissory note bearing interest at the six-month LIBOR rate then in effect, or for resale in connection with, any distribution thereof (within combination of such wire transfer funds and promissory note. The Parties shall cooperate to ensure that the meaning issuance of the Securities ActTop-Up Option Shares is accomplished consistent with all applicable legal requirements, including all federal securities laws. (e) Upon the delivery by Merger Sub to the Company of the Top-Up Exercise Notice, and the tender of the consideration described in Section 2.3(d), the Company shall use its reasonable best efforts to cause Merger Sub to be the holder of record of the Top-Up Option Shares issuable upon that exercise, notwithstanding that the stock transfer books of the Company may then be closed or that certificates representing those Top-Up Option Shares may not then be actually delivered to Merger Sub or the Company may have failed or refused to designate the account described in Section 2.3(d). (f) Certificates evidencing Top-Up Option Shares delivered hereunder shall include legends legally required by applicable securities laws.

Top-Up Option. (aA) The Company hereby grants to Parent and/or Merger Sub Purchaser an irrevocable option (the “"Top-Up Option”"), exercisable only upon the terms and subject to the terms and conditions hereofset forth herein, to purchase purchase, at a price per share equal to the Offer Price, that number of shares of Company Common Stock Shares (the “"Top-Up Option Shares”") equal to the lesser of (x) the lowest number of shares of Company Common Stock Shares that, when added to the number of shares of Company Common Stock Shares owned by Merger Sub Parent, Purchaser and their respective Subsidiaries and Affiliates at the time of such exercise, shall constitute one share of Company Common Stock ten thousand (10,000) shares more than ninety percent (90%) % of the number of shares of Company Common Stock entitled Shares then outstanding (after giving effect to vote on the Merger after the issuance of the Top-Up Option Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at ) and (y) an exercise price per Top-Up Share aggregate number of Company Shares that is equal to the Offer Price (with, for this purpose only, the value 19.9% of the fraction Company Shares issued and outstanding as of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that the Top-Up Option may be exercised only if (i) the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of exercise of the Top-Up Option. (b) The Top-Up Option shall only be exercisable once in whole and not in part at any time within ten (10) Business Days following the payment by Merger Sub for shares of Company Common Stock pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering periodhereof; provided, however, that the Top-Up Option shall terminate upon not be exercisable unless, (i) immediately prior to such exercise, Parent, Purchaser and their respective Subsidiaries and Affiliates own more than 80% of the Company Shares then outstanding and (ii) immediately after such exercise and the issuance of Company Shares pursuant thereto, Parent, Purchaser and their respective Subsidiaries and Affiliates own more than 90% of the Company Shares then outstanding; and provided, further, that in no event shall the Top-Up Option be exercisable for a number of Company Shares in excess of the Company's total authorized and unissued Company Shares. (B) Provided that no applicable Legal Requirement shall prohibit the exercise of the Top-Up Option or the issuance of the Top-Up Option Shares pursuant thereto, or otherwise make such exercise or issuance illegal, Purchaser may exercise and re-exercise the Top-Up Option multiple times, in whole but not in part, at any time or times after the Acceptance Time and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement in accordance with the terms hereof and (ii) the Effective Timepursuant to Section 7. (cC) In the event Parent or Merger Sub Each time that Purchaser wishes to exercise the Top-Up Option, Parent or Merger Sub Purchaser shall so notify send to the Company in writing at least three (3) Business Days in advance of such exercise and shall set forth in such a written notice (ia "Top-Up Exercise Notice") whether Parent is electing specifying the denominations of the certificate or certificates evidencing the Top-Up Option Shares which the Purchaser wishes to have receive, and the place, time and date for the closing of the purchase and sale pursuant to the Top-Up Option (a "Top-Up Closing"). The Company shall, promptly after receipt of a Top-Up Exercise Notice, deliver a written notice to the Purchaser confirming the number of Top-Up Shares determined on a fully-diluted or primary basis, (ii) the number of shares of Company Common Stock owned by Merger Sub immediately preceding the purchase of the Top-Up Option Shares and (iii) the place and time for the closing of the aggregate purchase of the Top-Up Shares (the “Top-Up Closing”). The Company shall, as soon as practicable following receipt of such notice, notify Parent and Merger Sub in writing of the number of shares of Company Common Stock then outstanding and, based on the information specified in the notice of Parent or Merger Sub, the number of Top-Up Sharesprice therefore. At the each Top-Up Closing, (i) Parent or Merger Sub Purchaser shall pay to the Company the aggregate price required to be paid for the Top-Up SharesOption Shares issuable at such Top-Up Closing, by delivery of, at Purchaser's option, (A) immediately available funds by wire transfer to an account designated by the election of Parent and Merger SubCompany, in cash or by delivery of (B) a promissory note which shall have the following terms: it shall be note, bearing simple interest at 5% per annum, and due on the first anniversary of six months after the Top-Up Closing; it shall bear simple interest of five percent , or (5%C) per annum; it shall have full recourse to Parent; and it shall have no other material terms and (ii) any combination thereof. At each Top-Up Closing, the Company shall cause to be issued to Merger Sub Purchaser a certificate or certificates representing the Top-Up Shares. (d) Parent and Merger Sub acknowledge that the Option Shares issuable at such Top-Up Closing. Certificates representing Company Shares will not be registered under the Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents and warrants to the Company that each of Parent and Merger Sub is, and will be upon the purchase of the Top-Up Shares, an “accredited investor,” as such term is defined in Rule 501 of Regulation D under the Securities Act. Parent and Merger Sub agree that connection with the Top-Up Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option may include any legends that are being and will be acquired required by Parent federal or Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act)state securities laws.

Top-Up Option. (a) The Company hereby grants to Parent and/or Merger Sub an irrevocable option (the “"Top-Up Option”"), subject to exercisable only on or after the terms and conditions hereofDetermination Time, to purchase that number of shares of Company Common Stock (the “"Top-Up Option Shares”") equal to the lowest number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Merger Sub at the time of such exercise, shall constitute one share of Company Common Stock more than ninety percent (90%) of the number of then outstanding shares of Company Common Stock entitled to vote on the Merger after (assuming the issuance of the Top-Up Option Shares, calculated on a fully-diluted basis, or), at Parent’s election, on a primary basis, at an exercise price per Top-Up Share share equal to the Offer Price (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that the Top-Up Option may be exercised only if (i) the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of exercise of the Top-Up Option. (b) The Top-Up Option shall only be exercisable once in whole and not in part at any time within ten (10) Business Days following the payment by Merger Sub for shares of Company Common Stock pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering periodPrice; provided, however, that the Top-Up Option shall terminate not be exercisable unless immediately after such exercise Sub would own at least ninety percent (90%) of the then outstanding shares of Company Common Stock (assuming the issuance of the Top-Up Option Shares) and at least ninety percent (90%) of the then outstanding shares of Company Series D Stock; and provided, further, that in no event shall the Top-Up Option be exercisable for a number of shares in excess of the Company's then authorized but unissued shares of Company Common Stock (giving effect to such shares of Company Common Stock reserved for issuance pursuant to outstanding Company Employee Stock Options, Warrants and shares of Company Series D Stock as though such shares of Company Common Stock were outstanding). (b) Sub may exercise the Top-Up Option, in whole but not in part, at any one time after the occurrence of a Top-Up Exercise Event and prior to the Top-Up Termination Date. The "Top-Up Termination Date" will occur upon the earlier earliest to occur of the following: (i) the Effective Time; (ii) the termination of this Agreement pursuant to its terms; and (iii) ten (10) Business Days after the occurrence of a Top-Up Exercise Event, if Sub has failed to notify the Company in writing of its intent to exercise the Top-Up Option in accordance with the terms hereof and (ii) the Effective Timeconditions of this Agreement. (c) For purposes of this Agreement, a "Top-Up Exercise Event" shall occur only if immediately after consummation of the Offer Sub beneficially owns at least eighty-five percent (85%) of the outstanding shares of Company Common Stock and at least ninety percent (90%) of the outstanding shares of Company Series D Stock. (d) In the event Parent or Merger Sub wishes to exercise the Top-Up Option, Parent or Merger Sub shall so notify the Company in writing at least three (3) Business Days in advance of such exercise writing, and shall set forth in such notice (i) whether Parent is electing to have the number of Top-Up Shares determined on a fully-diluted or primary basis, (ii) the number of shares of Company Common Stock that are expected to be owned by Merger Sub immediately preceding the purchase of the Top-Up Option Shares and (iiiii) the place and time for the closing of the purchase of the Top-Up Option Shares (the “"Top-Up Closing”"). The Company shall, as soon as practicable following receipt of such notice, notify Parent and Merger Sub Sub, in writing writing, of the number of shares of Company Common Stock then outstanding and, based on the information specified in the notice of Parent or Merger Sub, and the number of Top-Up Option Shares. At the Top-Up Closing, (i) Parent or Merger Sub shall pay to the Company the aggregate price required to be paid for the Top-Up Shares, at the election of Parent Option Shares and Merger Sub, in cash or by delivery of a promissory note which shall have the following terms: it shall be due on the first anniversary of the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; and it shall have no other material terms and (ii) the Company shall cause to be issued to Merger Sub a certificate representing the Top-Up Option Shares. (de) Parent and Merger Sub acknowledge that The obligation of the Company to deliver Top-Up Option Shares upon the exercise of the Top-Up Option is subject to the following conditions: (i) any applicable waiting period under the HSR Act and regulations analogous to the HSR Act existing in foreign jurisdictions relating to the issuance of the Top-Up Option Shares will have expired or been terminated; (ii) no provision of any Applicable Law or regulation and no Order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect of any such exercise; and (iii) either (A) delivery of the Top-Up Option Shares would not require the approval of the Company's stockholders pursuant to the rules and regulations of The Nasdaq Stock Market or (B) Sub shall have notified the Company in writing that it intends to cause the Effective Time to occur no later than one (1) Business Day after the Top-Up Closing. (f) Parent and Sub understand that the shares of Company Common Stock that Sub may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offeringtransaction. Each of Parent and Merger Sub hereby represents and warrants to the Company that each of Parent and Merger Sub is, and or will be upon the purchase of the Top-Up Option Shares, an “accredited investor,” Accredited Investor, as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act. Parent and Merger Sub agree agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Parent or Merger Sub for the purpose of investment and not with a view to, to or for resale in connection with, with any distribution thereof (within the meaning of the Securities Act). (g) Certificates evidencing the Top-Up Option Shares delivered hereunder may, at the Company's election, contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 OR ANY EXEMPTION THEREFROM.

Top-Up Option. (a) The Subject to ‎Section 2.04(b) and Section 2.04(c) hereof, the Company hereby grants to Parent and/or Merger Sub MergerSub an irrevocable option (the “Top-Up Option”), subject for so long as this Agreement has not been terminated pursuant to the terms and conditions hereofprovisions of Article IX, to purchase that from the Company at a price per share equal to the Offer Price the number of shares authorized and unissued Company Common Shares equal to the number of Company Common Stock (the “Top-Up Shares”) equal to the lowest number of shares of Company Common Stock Shares that, when added to the number of shares of Company Common Stock Shares owned by Merger Sub at the time of such exercise, shall constitute one share of Company Common Stock more than ninety percent (90%) of the number of shares of Company Common Stock entitled to vote on the Merger after the issuance of the Top-Up Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Offer Price (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that the Top-Up Option may be exercised only if (i) the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option Buyer Parties and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) their Affiliates at the time of exercise of the Top-Up Option or the taking of any action under Section 3-106 of the MGCL as contemplated by Section 7.02 (whichever is greater), constitutes one (1) Company Common Share more than 90% of the votes entitled to be cast by the holders of the then outstanding number of Company Common Shares and Company Series D Preferred Shares (after reflecting and taking into account any adjustment to the number of votes such holders have relative to holders of Company Common Shares in accordance with the terms of the Company Series D Preferred Shares), voting together as a class, on a fully diluted basis (which assumes the exercise of all in-the-money options for Company Common Shares vested and exercisable as of the Acceptance Date and 60 days thereafter, at the time of the expiration of the Offer), that would be outstanding immediately after the issuance of all Company Common Shares subject to the Top-Up Option (such Company Common Shares subject to the Top-Up Option, the “Top-Up Shares”). (b) The Top-Up Option shall only may be exercisable once exercised by MergerSub, in whole and not or in part part, only once, at any time within ten (10) during the 10 Business Days Day period following the payment by Merger Sub for shares of Company Common Stock pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum ConditionAcceptance Date, or if any subsequent offering period the Subsequent Offering Period is providedmade available, during the ten (10) 10 Business Day period following the expiration date of the subsequent offering periodSubsequent Offering Period and only if Parent and MergerSub collectively shall own Company Common Shares as of such time entitled to cast less than 90% of the votes entitled to be cast by the holders of the then outstanding number of Company Common Shares and Company Series D Preferred Shares (after reflecting and taking into account any adjustment to the number of votes such holders have relative to holders of Company Common Shares in accordance with the terms of the Company Series D Preferred Shares), voting together as a class, on a fully diluted basis (which assumes the exercise of all in-the-money options for Company Common Shares vested and exercisable as of the Acceptance Date and 60 days thereafter, at the time of the expiration of the Offer); provided, however, that notwithstanding anything in this Agreement to the contrary (i) the Top-Up Option shall terminate upon the earlier of not be exercisable if (iA) the termination number of this Agreement Company Common Shares issuable upon exercise of such Top-Up Option would exceed the number of authorized but unissued Company Common Shares or (B) if any provision of applicable Laws or any judgment, injunction, order or decree of any Governmental Authority would prohibit, or require any action, consent, approval, authorization or permit of, action by, or filing with or notification to, any Governmental Authority or the Company’s stockholders in accordance connection with the terms hereof exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, which action, consent, approval, authorization or permit, action, filing or notification has not theretofore been obtained or made, as applicable. The aggregate purchase price payable for the Company Common Shares being purchased by MergerSub pursuant to the Top-Up Option shall be determined by multiplying the number of such shares by the Offer Price and (ii) the Effective Timeshall be paid in cash. (c) In the event Parent or Merger Sub MergerSub wishes to exercise the Top-Up Option, Parent or Merger Sub MergerSub shall so notify deliver to the Company in writing at least three a notice (3the “Top-Up Notice”) Business Days in advance of such exercise and shall set setting forth in such notice (i) whether Parent is electing to have the number of Top-Up Shares determined on a fullythat MergerSub intends to purchase pursuant to the Top-diluted or primary basisUp Option, (ii) the number of shares of Company Common Stock owned by Merger Sub immediately preceding manner in which MergerSub intends to pay the purchase of the Top-Up Shares applicable exercise price and (iii) the place and time at which the closing of the purchase of such Top-Up Shares by MergerSub is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and MergerSub that, as promptly as practicable following such exercise of the Top-Up Option, MergerSub intends to (and MergerSub shall, as promptly as practicable after such exercise) consummate the Merger in accordance with the MGCL as contemplated by Section 7.02. At the closing of the purchase of the Top-Up Shares, Parent and MergerSub shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up Shares, and the Company shall cause to be issued to MergerSub, a certificate representing the Top-Up Shares. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares (to occur on the “same day that the Top-Up Closing”)Notice is deemed received by the Company pursuant to ‎Section 10.02, and if not so consummated on such day, as promptly thereafter as possible. The Company shallparties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with the MGCL as contemplated by ‎Section 7.02 as close in time as possible to (including, as soon as practicable following receipt of such noticeto the extent possible, notify Parent and Merger Sub in writing on the same day as) the issuance of the number of shares of Company Common Stock then outstanding and, based on the information specified in the notice of Parent or Merger Sub, the number of Top-Up Shares. At the Top-Up Closing, (i) Parent or Merger Sub shall pay to the Company the aggregate price required to be paid for the Top-Up Shares, at the election of Parent and Merger Sub, in cash or by delivery of a promissory note which shall have the following terms: it shall be due on the first anniversary of the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; and it shall have no other material terms and (ii) the Company shall cause to be issued to Merger Sub a certificate representing the Top-Up Shares. (d) Parent and Merger Sub acknowledge MergerSub understand that the Top-Up Shares will not be registered under the Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent MergerSub represents, warrants and Merger Sub hereby represents and warrants to the Company that each of Parent and Merger Sub is, and will be upon the purchase of the Top-Up Shares, an “accredited investor,” as such term is defined in Rule 501 of Regulation D under the Securities Act. Parent and Merger Sub agree agrees that the Top-Up Option is being, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will be be, acquired by Parent or Merger Sub MergerSub for the purpose of investment and not with a view to, to or for resale in connection with, with any distribution thereof (within the meaning of the Securities Act). Any certificates representing Top-Up Shares may include any legends required by applicable securities laws.

Top-Up Option. (a) The Company hereby grants to Parent and/or Merger Sub an irrevocable option (the “Top-Up Option”), subject to exercisable only on the terms and conditions hereofset forth in this Section 1.04, to purchase at a price per share equal to the Offer Price paid in the Offer up to that number of newly issued, fully paid and nonassessable shares of Company Common Stock (the “Top-Up Shares”) equal to the lowest number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Parent and its Subsidiaries (including Merger Sub Sub) at the time of such exerciseexercise of the Top-Up Option, shall constitute one share of Company Common Stock more than ninety percent (90%) of the total number of shares of Company Common Stock entitled to vote on the Merger outstanding immediately after the issuance of the Top-Up Shares, calculated on a fully-fully diluted basisbasis (which assumes the conversion or exercise of all Company Stock Options and other derivative securities and the vesting and/or exercise of all other Company Stock Awards, orin each case, at Parent’s election, on a primary basis, at an regardless of the conversion or exercise price per Top-Up Share equal to the Offer Price (with, for this purpose onlyprice, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25vesting schedule or other terms and conditions thereof); provided, however, that (i) the Top-Up Option may shall not be exercised only if (i) exercisable for a number of shares of Company Common Stock in excess of the issuance shares of Company Common Stock authorized and unissued of the Company at the time of exercise of the Top-Up Shares shall not require approval Option (giving effect to the shares of the Company’s stockholders under applicable Law (including the rules of the NYSECompany Common Stock issuable pursuant to all then-outstanding Company Stock Options, Company Stock Awards and/or other share options, restricted stock units and any other rights to acquire Company Common Stock as if such shares were outstanding), ; (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Company has no obligation to issue shares under the Top-Up Option is exercisable for unless a majority of the shares of Company Common Stock then outstanding have been tendered and not more than withdrawn from the Offer. Upon Parent’s request, the Company shall use its best efforts to cause its transfer agent to certify in writing to Parent the number of shares of Company Common Stock in excess outstanding as of immediately prior to the shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of exercise of the Top-Up Option. Option and after giving effect to the issuance of the Top-Up Shares. The parties shall cooperate to ensure that the issuance of the Top-Up Shares is accomplished consistent with applicable Law (b) other than any Law that requires shareholder approval for the issuance of the Top-Up Shares). The Top-Up Option shall only be exercisable once only once, in whole and but not in part part, at any time within ten (10) Business Days following the payment by Merger Sub for shares of Company Common Stock pursuant Offer Closing and prior to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering period; provided, however, that the Top-Up Option shall terminate upon the earlier to occur of (iA) the Effective Time and (B) the termination of this Agreement in accordance with the terms hereof and (ii) the Effective Timeits terms. (cb) In the event Parent or Merger Sub wishes to exercise the Top-Up Option, Parent or Merger Sub shall so notify deliver to the Company in writing Company: (x) at least three Business Days’ prior written notice of its intention to do so and (3y) Business Days as promptly as such information is available thereafter, but in advance of such exercise and shall set forth in such any event no later than the Offer Closing Date, an additional written notice specifying (i) whether Parent is electing to have the number of Top-Up Shares determined on a fully-diluted or primary basis, (ii) the number of shares of the Company Common Stock owned by Parent and its Subsidiaries (including Merger Sub immediately preceding Sub) at the purchase time of such notice (giving effect to the Top-Up Shares Offer Closing) and (iiiii) the a place and a time for the closing of such purchase, which shall occur on the purchase Offer Closing Date simultaneously with the consummation of the Top-Up Shares Offer (unless otherwise mutually agreed in writing by the “Top-Up Closing”parties). The Company shall, as soon as practicable possible following receipt of such noticenotice (and in any event no later than the consummation of the Offer), notify Parent and deliver written notice to Merger Sub in writing of the number of shares of Company Common Stock then outstanding andspecifying, based on the information specified provided by Merger Sub in the notice of Parent or Merger Subits notice, the number of Top-Up SharesShares to be purchased by Merger Sub. At the closing of the purchase of Top-Up ClosingShares, (i) Parent or the aggregate purchase price owed by Merger Sub shall pay to the Company the aggregate price required to be paid for the Top-Up Shares, at Shares shall be paid to the election of Parent and Merger Sub, in cash or Company by delivery of issuing to the Company a promissory note which having a principal amount equal to the aggregate purchase price pursuant to the Top-Up Option (the “Promissory Note”). The Promissory Note (1) shall have the following terms: it bear simple interest at a rate of five percent (5.0%) per annum, payable in arrears at maturity, (2) shall be due mature on the first anniversary of the Top-Up Closing; it date of execution of the Promissory Note, (3) shall bear simple interest of five percent (5%) per annum; it shall have be full recourse to Parent; Parent and it Merger Sub, (4) may be prepaid, at any time, in whole or in part, without premium or penalty, and (5) shall have no other material terms and (ii) the terms. The Company shall cause to be issued to Merger Sub a certificate representing the Top-Up Shares or, if the Company does not then have certificated Shares, the applicable number of Book-Entry Shares. Such certificates or Book-Entry Shares may include any legends that are required by federal or state securities Laws. (dc) Parent and Merger Sub acknowledge that no Top-Up Shares issued upon exercise of the Top-Up Shares Option will not be registered under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), and that all such shares will be issued in reliance upon an applicable exemption thereunder for transactions not involving a public offeringfrom registration under the Securities Act. Each of Parent and Merger Sub hereby represents and warrants to the Company that each of Parent and Merger Sub is, and will be be, upon the purchase of the Top-Up Shares, an “accredited investor,” as such term is defined in Rule 501 of Regulation D under the Securities Act. Parent and Merger Sub agree agrees that the Top-Up Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Parent or Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (d) Any dilutive impact on the value of the shares of Company Common Stock as a result of the issuance of the Top-Up Shares will not be taken into account in any determination of the fair value of any Dissenting Shares pursuant to Chapter 302A.471 of the MBCA.

Top-Up Option. (a) The Company hereby irrevocably grants to Parent and/or Merger Sub Purchaser an irrevocable option (the “Top-Up Option”), subject exercisable only after Purchaser’s acceptance for payment of Shares validly tendered and not withdrawn as of the expiration date of the Offer and payment for such Shares in accordance with the terms of the Offer by depositing the aggregate purchase price therefor with the Depositary (the “Depositary”) for the Offer (the date and time of such deposit with the Depositary being referred to as the “Purchase Time”), and prior to the terms and conditions hereofEffective Time, to purchase from the Company that number of shares of Company Common Stock Shares (the “Top-Up Shares”) equal to the lowest number of shares of Company Common Stock Shares that, when added to the number of shares Shares owned directly or indirectly by Parent or Purchaser immediately following the consummation of Company Common Stock owned by Merger Sub at the time of such exerciseOffer, shall constitute one share of Company Common Stock more than ninety percent (90%) % of the number of shares of Company Common Stock entitled total Shares then outstanding (after giving effect to vote on the Merger after the issuance of the Top-Up Shares, calculated on ) at a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Offer Price (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25)Price; provided, however, that the Top-Up Option may be exercised only if (i) the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is shall be exercisable only once, at such time as Parent and Purchaser, directly or indirectly, own at least 80% of the total number of Shares then outstanding and (ii) in no event shall the Top-Up Option be exercisable to the extent it would be exercisable for not more than the a number of shares of Company Common Stock Shares in excess of the Company’s then authorized and unissued shares of Company Common Stock (including as authorized but and unissued (and not reserved shares of Common Stock, for issuance) at purposes of this Section 1.5, any Shares held in the time of exercise treasury of the Top-Up OptionCompany). (b) The Top-Up Option shall only be exercisable once in whole and not in part at any time within ten (10) Business Days following the payment by Merger Sub for shares of Company Common Stock pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering period; provided, however, that the Top-Up Option shall terminate upon the earlier of (i) the termination of this Agreement in accordance with the terms hereof and (ii) the Effective Time. (c) In the event Parent or Merger Sub If Purchaser wishes to exercise the Top-Up Option, Parent or Merger Sub Purchaser shall so notify deliver to the Company in writing at least three (3) Business Days in advance of such exercise and shall set a notice setting forth in such notice (i) whether Parent is electing to have the number of Top-Up Shares determined on a fully-diluted or primary basis, (ii) the number of shares of Company Common Stock owned by Merger Sub immediately preceding the that Purchaser wishes to purchase of pursuant to the Top-Up Shares Option, and (iiiii) the place and time for at which the closing of the purchase of the Top-Up Shares (the “Top-Up Closing”). The Company shall, as soon as practicable following receipt of such notice, notify Parent and Merger Sub in writing of the number of shares of Company Common Stock then outstanding and, based on the information specified in the notice of Parent or Merger Sub, the number of Top-Up Sharesis to take place. At the Top-Up Closing, (i) Parent or Merger Sub shall pay to closing of the Company the aggregate price required to be paid for purchase of the Top-Up Shares, at Purchaser shall pay the election Company (which payment, except to the extent of Parent and Merger Sub, in cash or by delivery of a promissory note which shall have the following terms: it shall be due on the first anniversary par value of the Top-Up Closing; it shall bear simple interest Shares, may be in the form of five percent a note) for the Top-Up-Shares against delivery of certificates therefor. (5%c) per annum; it shall have full recourse to Parent; Parent and it shall have no other material terms and (ii) Purchaser understand that the Company shall cause to be issued to Merger Sub a certificate representing Shares that Purchaser may acquire upon exercise of the Top-Up Shares. (d) Parent and Merger Sub acknowledge that the Top-Up Shares Option will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents Purchaser represent and warrants warrant to the Company that each of Parent and Merger Sub Purchaser is, and will be upon the purchase exercise of the Top-Up SharesOption, an “accredited investor,” (as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act). Parent and Merger Sub agree Purchaser agrees that the Top-Up Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option thereof are being and will be acquired by Parent or Merger Sub for the purpose of investment and not with a view to, to or for resale in connection with, with any distribution thereof (within the meaning of the Securities Act).. Any certificates evidencing Top-Up Shares may include any legends required by applicable securities laws. Table of Contents

Top-Up Option. (a) The Subject to Section 2.4(b), Section 2.4(c) and Section 2.4(d) and the satisfaction of the condition that Parent and Merger Subsidiary collectively own at least 70% of the Shares outstanding on a fully diluted basis, calculated in accordance with Section 3.5(b), the Company hereby grants to Parent and/or Merger Sub Subsidiary an irrevocable option option, for so long as this Agreement has not been terminated pursuant to the provisions hereof (the “Top-Up Option”), subject to purchase from the Company up to the terms and conditions hereof, to purchase that number of shares of Company Common Stock (the “Top-Up Shares”) authorized and unissued Shares equal to the lowest number of shares of Company Common Stock Shares that, when added to the number of shares of Company Common Stock Shares beneficially owned by Parent and/or Merger Sub at the time of such exercise, shall constitute one share of Company Common Stock more than ninety percent (90%) of the number of shares of Company Common Stock entitled to vote on the Merger after the issuance of the Top-Up Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Offer Price (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that the Top-Up Option may be exercised only if (i) the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) Subsidiary at the time of exercise of the Top-Up Option, constitutes one Share more than the number of Shares (the “Requisite Short-Form Merger Shares”) entitled to cast 90% of all the votes entitled to be cast by each group or class of shares entitled to vote as a group or class on this Agreement after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis in accordance with Section 3.5(b) or, as may be elected by Parent, on a primary basis at the Effective Time (such Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (b) The Top-Up Option shall only may be exercisable once exercised by Merger Subsidiary, in whole and but not in part part, only once, at any time within ten (10) Business Days following the payment by Merger Sub for shares of Company Common Stock pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum ConditionAcceptance Time, or if any subsequent offering period Subsequent Offering Period is provided, during the ten (10) Business Day period following the expiration date Expiration Date of the subsequent offering periodSubsequent Offering Period, and only if Merger Subsidiary shall own as of such time less than the Requisite Short-Form Merger Shares; provided, howeverthat notwithstanding anything in this Agreement to the contrary, that the Top-Up Option shall terminate upon not be exercisable to the earlier of extent (iA) the termination number of this Agreement Shares issuable upon exercise of the Top-Up Option would exceed the number of authorized but unissued Shares or (B) any provision of Applicable Law or judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares. The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Subsidiary pursuant to the Top-Up Option shall be determined by multiplying the number of such Shares by the Offer Price, without interest. Such purchase price may be paid by Merger Subsidiary, at its election, either (A) entirely in accordance with cash or (B) in cash in an amount equal to the terms hereof aggregate par value of the purchased Top-Up Shares and by executing and delivering to the Company a full recourse promissory note having a principal amount equal to the remainder of such purchase price. Any such promissory note shall bear interest at a rate per annum equal to the prime rate (iias published in The Wall Street Journal) the Effective Timeand may be prepaid without premium or penalty. (c) In the event Parent or Merger Sub Subsidiary wishes to exercise the Top-Up Option, Parent or Merger Sub Subsidiary shall so notify deliver to the Company in writing at least three a notice (3the “Top-Up Notice”) Business Days in advance of such exercise and shall set setting forth in such notice (i) whether Parent is electing to have the number of Top-Up Shares determined on a fullythat Merger Subsidiary intends to purchase pursuant to the Top-diluted or primary basisUp Option, (ii) the number of shares of Company Common Stock owned by manner in which Merger Sub immediately preceding Subsidiary intends to pay the applicable purchase of the Top-Up Shares price and (iii) the place and time at which the closing of the purchase of such Top-Up Shares by Merger Subsidiary is to take place. At the closing of the purchase of the Top-Up Shares, Parent and Merger Subsidiary shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up Shares, and the Company shall cause to be issued to Merger Subsidiary a certificate representing the Top-Up Shares. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares (the “Top-Up Closing”). The Company shall, as soon as practicable following receipt of such notice, notify Parent and Merger Sub in writing of the number of shares of Company Common Stock then outstanding and, based to occur on the information specified in the notice of Parent or Merger Sub, the number of Top-Up Shares. At same day that the Top-Up ClosingNotice is deemed received by the Company pursuant to Section 12.1, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 92A-180 of Nevada Law and as contemplated by Section 9.6 as close in time as possible to (i) Parent or Merger Sub shall pay including, to the Company the aggregate price required to be paid for the Top-Up Sharesextent possible, at the election of Parent and Merger Sub, in cash or by delivery of a promissory note which shall have the following terms: it shall be due on the first anniversary of the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; and it shall have no other material terms and (iisame day as) the Company shall cause to be issued to Merger Sub a certificate representing issuance of the Top-Up Shares. (d) Parent and Merger Sub acknowledge Subsidiary understand that the Top-Up Shares will not be registered under the Securities 1933 Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub hereby Subsidiary represents and warrants to the Company that each of Parent and Merger Sub Subsidiary is, and will be upon the purchase of the such Top-Up Shares, an “accredited investor,” as such term is defined in Rule 501 of Regulation D under the Securities 1933 Act. Parent , and Merger Sub agree represents, warrants and agrees that the Top-Up Option is being, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will be be, acquired by Parent or Merger Sub Subsidiary for the purpose of investment and not with a view to, to or for resale in connection with, with any distribution thereof (within the meaning of the Securities 1933 Act). Any certificates evidencing Top-Up Shares shall include any legends required by applicable securities laws. (e) After the Acceptance Time, Parent and the Company shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary or desirable to procure from NASDAQ or any other Governmental Authority any necessary waiver or other exemption from the requirements of the Rule 5000 Series of the Rules of NASDAQ or other Applicable Law in order to enable the issuance of the Top-Up Shares to occur without the need to obtain the approval of the Company’s stockholders.

Top-Up Option. (a) The Company hereby grants to Parent and/or Merger Sub the Purchaser an irrevocable option (the “Top-Up Option”), exercisable once upon the terms and subject to the terms and conditions hereofset forth herein, to purchase that at the Offer Price an aggregate number of shares of Company Common Stock Shares (the “Top-Up Shares”) equal to the lowest number of shares of Company Common Stock Shares that, when added to the number of shares of Company Common Stock Shares owned by Merger Sub Parent, Purchaser and their Affiliates at the time of such exercise, shall constitute one share Share more than the Short Form Threshold; provided, however, that in no event shall the Top-Up Option be exercisable for a number of Shares in excess of the number of authorized but unissued Shares as of immediately prior to the issuance of the Top-Up Shares (giving effect to Shares reserved for issuance under the Company Common Stock Equity Plans as if such Shares were outstanding); provided further, that the Top-Up Option shall terminate upon the earlier of: (x) the fifth (5th) Business Day after the later of (1) the Expiration Date and (2) the expiration of any “subsequent offering period”; and (y) the termination of this Agreement in accordance with its terms. (b) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law (other than the rules and regulations of the NYSE, which shall not apply for purposes of this Section 1.8) and no judgment, injunction, Order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) upon exercise of the Top-Up Option, the number of Shares owned by Parent, Purchaser and their Affiliates constitutes one Share more than ninety percent (90%) of the number of shares of Company Common Stock entitled to vote on the Merger Shares that shall be outstanding immediately after the issuance of the Top-Up Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Offer Price and (with, iii) Purchaser has accepted for this purpose only, the value of the fraction of the share of Parent Common Stock included payment all Shares validly tendered in the Offer Price fixed at $10.25); provided, however, and not properly withdrawn. The parties shall cooperate to ensure that the Top-Up Option may be exercised only if (i) the issuance of the Top-Up Shares shall not require approval is accomplished consistent with all applicable legal requirements of the Company’s stockholders under all Governmental Entities, including compliance with an applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option and the issuance and delivery exemption from registration of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) under the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of exercise of the Top-Up Option. (b) The Top-Up Option shall only be exercisable once in whole and not in part at any time within ten (10) Business Days following the payment by Merger Sub for shares of Company Common Stock pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering period; provided, however, that the Top-Up Option shall terminate upon the earlier of (i) the termination of this Agreement in accordance with the terms hereof and (ii) the Effective TimeSecurities Act. (c) In the event Parent or Merger Sub wishes to To exercise the Top-Up Option, Parent or Merger Sub the Purchaser shall so notify send to the Company in writing at least three (3) Business Days in advance of such exercise and shall set forth in such a written notice (i) whether Parent is electing to have the number of a “Top-Up Shares determined on a fully-diluted or primary basis, Exercise Notice”) specifying (iii) the number of shares of Company Common Stock Shares that shall be owned by Merger Sub Parent, Purchaser and their Affiliates immediately preceding the purchase of the Top-Up Shares and (iiiii) the place place, time and time date for the closing of the purchase and sale of the Top-Up Shares (the “Top-Up Closing”). The Company shall, as soon as practicable following promptly after receipt of such noticethe Top-Up Exercise Notice, notify Parent and Merger Sub in writing of deliver a written notice to the number of shares of Company Common Stock then outstanding and, based on the information specified in the notice of Parent or Merger Sub, Purchaser confirming the number of Top-Up SharesShares and the aggregate purchase price therefor (the “Top-Up Notice Receipt”). At the Top-Up Closing, (i) Parent or Merger Sub the Purchaser shall pay the Company, in the manner set forth in Section 1.8(d) hereof, the aggregate price required to be paid for the Top-Up Shares, in an aggregate principal amount equal to that specified in the Top-Up Notice Receipt, and the Company shall cause to be issued and delivered to the Purchaser a certificate or certificates representing the Top-Up Shares or, at the Purchaser’s request or otherwise if the Company does not then have certificated Shares, the applicable number of Book-Entry Shares. Such certificates or Book-Entry Shares may include any legends that are required by applicable Law. (d) Purchaser may pay the Company the aggregate price required to be paid for the Top-Up Shares, at the election of Parent and Merger Sub, Shares either (i) entirely in cash or (ii) at Purchaser’s election, by delivery (x) paying in cash an amount equal to not less than the aggregate par value of the Top-Up Shares and (y) executing and delivering to the Company a promissory note which shall have having a principal amount equal to the following terms: it balance of the aggregate purchase price pursuant to the Top-Up Option less the amount paid in cash pursuant to the preceding clause (x) (a “Promissory Note”). Any such Promissory Note shall be due full recourse against Parent and the Purchaser and (i) shall bear interest at the rate of 2% per annum, (ii) shall mature on the first anniversary of the Top-Up Closing; it shall bear simple interest date of five percent (5%) per annum; it shall have full recourse to Parent; execution and it shall have no other material terms delivery of such Promissory Note and (iiiii) may be prepaid, in whole or in part, without premium or penalty. (e) Parent and Purchaser acknowledge that the Company shall cause to be issued to Merger Sub a certificate representing Shares which Purchaser may acquire upon exercise of the Top-Up Shares. (d) Parent and Merger Sub acknowledge that the Top-Up Shares will Option shall not be registered under the Securities Act and will shall be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents Purchaser represent and warrants warrant to the Company that each of Parent and Merger Sub Purchaser is, and will or shall be upon the any purchase of the Top-Up Shares, an “accredited investor,” ”, as such term is defined in Rule 501 of Regulation D under the Securities Act. Parent and Merger Sub agree Purchaser agrees that the Top-Up Option Option, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option Option, if any, are being and will shall be acquired by Parent or Merger Sub Purchaser for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act).

Top-Up Option. (a) The Company hereby grants to Parent and/or Merger Sub Purchaser an irrevocable option (the “Top-Up Option”), subject to exercisable only on the terms and conditions hereofset forth in this Section 2.5, to purchase at a price per share equal to the Offer Price paid in the Offer up to that number of newly issued shares of Company Common Stock (the “Top-Up Shares”) equal to the lowest number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Merger Sub Parent and its Subsidiaries at the time of such exerciseexercise of the Top-Up Option, shall constitute one share of Company Common Stock more than ninety percent (90%) of the number of shares of Company Common Stock entitled to vote on the Merger outstanding immediately after the issuance of the Top-Up Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Offer Price (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that (i) the Top-Up Option may shall not be exercised only if exercisable for a number of shares of Company Common Stock in excess of the number of shares of Company Common Stock authorized and unissued (itreating shares held in the treasury of the Company as unissued) and not reserved for issuance at the issuance time of exercise of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), Option and (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of exercise of the Top-Up Option. (b) Order. The Top-Up Option shall only be exercisable once in whole and not in part at any one time within ten (10) Business Days following the payment by Merger Sub for shares of Company Common Stock pursuant Purchase Time and prior to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering period; provided, however, that the Top-Up Option shall terminate upon the earlier to occur of (ia) the Effective Time and (b) the termination of this Agreement in accordance with its terms. The obligation of the terms hereof Company to issue and deliver the Top-Up Shares upon the exercise of the Top-Up Option is subject only to the conditions that (i) no Legal Restraint (other than any listing requirement of any national securities exchange) that has the effect of preventing the exercise of the Top-Up Option or the issuance and delivery of the Top-Up Shares in respect of such exercise shall be in effect and (ii) upon exercise of the Effective TimeTop-Up Option, the number of shares of Company Common Stock owned by Parent and Purchaser constitutes at least one share more than ninety percent (90%) of the shares of Company Common Stock outstanding immediately after the issuance of the Top-Up Shares. The parties hereto acknowledge and agree that, notwithstanding anything to the contrary herein, the failure to obtain approval of the Company’s stockholders of the issuance of Company Common Stock pursuant to the Top-Up Option as a result of applicable stock exchange listing requirements shall not cause any condition of the Offer not to be met. Upon Parent’s written request, the Company shall use its reasonable best efforts to cause its transfer agent to certify in writing to Parent the number of shares of Company Common Stock issued and outstanding as of immediately prior to the exercise of the Top-Up Option after giving effect to the issuance of the Top-Up Shares. (cb) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares comply with all applicable Laws, including compliance with an applicable exemption from registration of the Top-Up Shares under the Securities Act. In the event Parent or Merger Sub Purchaser wishes to exercise the Top-Up Option, Parent or Merger Sub Purchaser shall so notify give the Company in writing at least three (3) Business Days in advance of such exercise and shall set forth in such notice prior written notice, specifying (i) whether Parent is electing to have the number of Top-Up Shares determined on a fully-diluted or primary basis, (ii) the number of shares of Company Common Stock owned by Merger Sub immediately preceding Parent and its Subsidiaries at the purchase time of the Top-Up Shares such notice and (iiiii) the a place and a time for the closing of the purchase of the Top-Up Shares (the “Top-Up Closing”)such purchase. The Company shall, as soon as practicable following receipt of such notice, notify Parent and Merger Sub in writing of the number of shares of Company Common Stock then outstanding anddeliver written notice to Purchaser specifying, based on the information specified provided by Purchaser in the notice of Parent or Merger Subits notice, the number of Top-Up Shares. At the closing of the purchase of Top-Up ClosingShares, the purchase price owed by Purchaser to the Company therefor shall be paid to the Company by (i) Parent or Merger Sub shall pay paying in cash, by wire transfer of immediately available funds to an account designated by the Company, an amount equal to not less than the aggregate par value of the Top-Up Shares and (ii) issuance by Purchaser to the Company of a non-negotiable and non-transferable promissory note (the aggregate price required to “Promissory Note”). The Promissory Note shall (i) be paid for secured by the Top-Up Shares, (ii) bear compounding interest at three percent (3%) per annum, with principal and interest due one year after the election of Parent and Merger Sub, in cash or by delivery of a promissory note which shall have the following terms: it shall be due on the first anniversary purchase of the Top-Up Closing; it shall bear simple interest of five percent Shares, (5%iii) per annum; it shall have be prepayable in whole or in part without premium or penalty, (iv) be full recourse to Parent; Purchaser, (v) shall provide that the unpaid principal amount and accrued interest under the Promissory Note shall immediately become due and payable if Purchaser fails to make any payment of interest on the Promissory Note as provided therein and such failure continues for a period of thirty (30) days or Purchaser files or has filed against it shall any petition under bankruptcy or insolvency law or makes a general assignment of the benefit of creditors and (vi) have no other material terms and (ii) the Company shall cause to be issued to Merger Sub a certificate representing the Top-Up Sharesterms. (dc) Parent and Merger Sub Purchaser acknowledge that the Top-Up Shares that Purchaser may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act and will be issued in reliance upon an applicable exemption thereunder for transactions not involving a public offeringfrom registration under the Securities Act. Each of Parent and Merger Sub Purchaser hereby represents and warrants to the Company that each of Parent and Merger Sub Purchaser is, and will be be, upon the purchase of the Top-Up Shares, an “accredited investor,” as such term is defined in Rule 501 of Regulation D under the Securities Act. Parent and Merger Sub agree Purchaser agrees that the Top-Up Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Parent or Merger Sub Purchaser for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (d) Any dilutive impact on the value of shares of Company Common Stock as a result of the issuance of the Top-Up Shares will not be taken into account in any determination of the fair market value of any Dissenting Shares pursuant to Section 262 of the DGCL as contemplated by Section 3.7(b)(iv).

Top-Up Option. (ai) The Company hereby grants to Parent and/or Merger Sub an irrevocable option (the “Top-Up Option”), exercisable only upon the terms and subject to the terms and conditions hereofset forth herein, to purchase purchase, at a price per share equal to the Offer Price, that number of shares of Company Common Stock (the “Top-Up Option Shares”) equal to the lowest number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Merger Sub Parent and its subsidiaries and affiliates at the time of such exercise, shall constitute one share ten thousand (10,000) shares more than 90% of Company the shares of Common Stock more than ninety percent then outstanding (90%) of the number of shares of Company Common Stock entitled after giving effect to vote on the Merger after the issuance of the Top-Up Option Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Offer Price (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that (x) the Top-Up Option may shall not be exercised only if exercisable unless, (iA) immediately prior to such exercise, Merger Sub and Parent collectively hold Company Shares in excess of 80% of the Company Shares then outstanding and (B) immediately after such exercise and the issuance of shares of Common Stock pursuant thereto, the Short Form Threshold would be reached (assuming the issuance of the Top-Up Shares Option Shares); (y) that in no event shall not require the Top-Up Option be exercisable for a number of shares of Common stock in excess of the Company’s total authorized and unissued shares of Common Stock; and (z) in no event shall the Top-Up Option be exercisable for more than an aggregate number of shares of Common Stock that is equal to 19.9% of the shares of Common Stock issued and outstanding as of the date hereof (or such greater amount as may be issuable under Rule 4350(i) of the Nasdaq Marketplace Rules without the approval of the Company’s stockholders under applicable Law (including stockholders). Neither Parent nor Merger Sub may transfer the rules Top-Up Option to any other Person, other than a wholly-owned direct or indirect subsidiary of the NYSE)Parent, without the prior written consent of the Company. (ii) Provided that no applicable law, rule, regulation, order, injunction or other legal impediment shall prohibit the exercise of the Top-Up Option and or the issuance and delivery of the Top-Up Option Shares shall not be prohibited by any Law pursuant thereto, or Order and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of otherwise make such exercise of or issuance illegal, Parent may exercise the Top-Up Option. (b) The Top-Up Option shall only be exercisable once , in whole and but not in part part, at any one time within ten (10) Business Days following after the payment by Merger Sub for shares of Company Common Stock pursuant Appointment Time and prior to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering period; provided, however, that the Top-Up Option shall terminate upon the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement in accordance with the terms hereof and (ii) the Effective Timepursuant to Section 9.1. (ciii) In the event Parent or Merger Sub wishes to exercise the Top-Up Option, Parent or Merger Sub shall so notify send to the Company in writing at least three (3) Business Days in advance of such exercise and shall set forth in such a written notice (i) whether Parent is electing to have the number of a “Top-Up Shares determined on a fullyExercise Notice,” the date of which notice is referred to herein as the “Top-diluted Up Notice Date”) specifying the denominations of the certificate or primary basis, (ii) the number of shares of Company Common Stock owned by Merger Sub immediately preceding the purchase of certificates evidencing the Top-Up Option Shares which the Parent wishes to receive, and (iii) the place place, time and time date for the closing of the purchase of and sale pursuant to the Top-Up Shares Option (the “Top-Up Closing”). The Company shall, as soon as practicable following promptly after receipt of such noticethe Top-Up Exercise Notice, notify deliver a written notice to the Parent and Merger Sub in writing of the number of shares of Company Common Stock then outstanding and, based on the information specified in the notice of Parent or Merger Sub, confirming the number of Top-Up SharesOption Shares and the aggregate purchase price therefore (the “Top-Up Notice Receipt”). At the Top-Up Closing, (i) Parent or Merger Sub shall pay to the Company the aggregate price required to be paid for the Top-Up Shares, at Option Shares by wire transfer in an aggregate principal amount equal to the election of Parent and Merger Sub, amount specified in cash or by delivery of a promissory note which shall have the following terms: it shall be due on the first anniversary of the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; Notice Receipt, and it shall have no other material terms and (ii) the Company shall cause to be issued to Merger Sub Parent a certificate or certificates representing the Top-Up Option Shares. Such certificates may include any legends that are required by federal or state securities laws. (div) Parent and Merger Sub acknowledge understand that the Company Shares which Merger Sub may acquire upon exercise of the Top-Up Shares Option will not be registered under the Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offeringSection 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. Each of Parent and Merger Sub hereby represents represent and warrants warrant to the Company that each of Parent and Merger Sub is, and or will be upon the purchase of the Top-Up Option Shares, an “accredited investor,” Accredited Investor, as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act. Parent and Merger Sub agree agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Parent or Merger Sub for the purpose of investment and not with a view to, to or for resale in connection with, with any distribution thereof (within the meaning of the Securities Act).

Top-Up Option. (a) The Company hereby grants to Parent and/or Merger Sub an irrevocable option (the “Top-Up Option”), subject to the terms and conditions hereof, ) to purchase up to that number of shares of Company Common Stock Shares (the “Top-Up Option Shares”) equal to the lowest number of shares of Company Common Stock Shares that, when added to the number of shares of Company Common Stock Shares collectively owned by Parent or Merger Sub at the time of such exercise, shall constitute one share of Company Common Stock Share more than ninety percent (90%) of the number of shares of Company Common Stock entitled Shares then outstanding (determined on a fully diluted basis after giving effect to vote on the Merger after the issuance of the Top-Up Option Shares, calculated on a fully-diluted basis, or), at Parent’s election, on a primary basis, at an exercise purchase price per Top-Up Option Share equal to the Offer Price (withPer Share Amount. Notwithstanding the foregoing provisions of this Section 2.3(a), for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that the Top-Up Option may shall not be exercised only exercisable if the aggregate number of (i) the issuance of the Top-Up Company Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of issuable upon exercise of the Top-Up Option, plus (ii) Company Shares then outstanding, plus (iii) Company Shares issuable upon exercise of all options and other rights to purchase Company Shares, would exceed the number of authorized Company Shares. (b) The Merger Sub may, at its election, exercise the Top-Up Option shall only be exercisable once Option, in whole and whole, but not in part part, at any one time within ten (10) Business Days following the after Merger Sub’s acceptance for payment by Merger Sub for shares of Company Common Stock Shares pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering period; provided, however, that the Top-Up Option shall terminate upon and prior to the earlier of (i) the termination of this Agreement in accordance with the terms hereof Effective Time and (ii) the Effective Timetermination of this Agreement. (c) In the event Parent or If Merger Sub wishes to exercise the Top-Up Option, Parent or Merger Sub shall so notify send to the Company in writing at least three (3) Business Days in advance of such exercise and shall set forth in such a written notice (i) whether Parent is electing to have the number of a “Top-Up Shares determined on a fully-diluted or primary basis, (iiExercise Notice”) the number of shares of Company Common Stock owned by Merger Sub immediately preceding the purchase of the Top-Up Shares and (iii) specifying the place and time for the closing of the purchase of the Top-Up Option Shares (the “Top-Up Closing”)) and a date not earlier than one (1) Business Day nor later than ten (10) Business Days after the date of the Top-Up Exercise Notice for the Top-Up Closing. The Company shall, as soon as practicable following promptly after receipt of such noticethe Top-Up Exercise Notice, notify deliver a written notice to Parent and or Merger Sub in writing of confirming (i) the number of shares of Company Common Stock Shares then outstanding andon a fully diluted basis, based on the information specified in the notice of Parent or Merger Sub, and (ii) the number of Top-Up Shares. Option Shares and the aggregate purchase price therefor. (d) At the Top-Up Closing, subject to the terms and conditions of this Agreement: (i) Parent or Merger Sub shall pay to the Company the aggregate price required to be paid for the Top-Up Shares, at the election of Parent and Merger Sub, in cash or by delivery of a promissory note which shall have the following terms: it shall be due on the first anniversary of the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; and it shall have no other material terms and (ii) the Company shall cause to be issued deliver to Merger Sub a certificate representing or certificates evidencing the Top-Up Shares. (d) Parent and Merger Sub acknowledge that the Top-Up Shares will not be registered under the Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each applicable number of Parent and Merger Sub hereby represents and warrants to the Company that each of Parent and Merger Sub is, and will be upon the purchase of the Top-Up Shares, an “accredited investor,” as such term is defined in Rule 501 of Regulation D under the Securities Act. Parent and Merger Sub agree that the Top-Up Option and Shares; provided, however, that the obligation of the Company to deliver Top-Up Option Shares to be acquired upon the exercise of the Top-Up Option are being is subject to the conditions that (A) no provision of any applicable Law shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect of any such exercise and will be acquired by Parent (B) in no event shall the Top-Up Option Shares equal or exceed the percentage of the outstanding Company Common Stock as of the Execution Date that would require stockholder approval under applicable Law or Nasdaq rules; and (ii) Merger Sub shall purchase each Top-Up Option Share from the Company at the Per Share Amount. Payment by Merger Sub of the purchase price for the purpose Top-Up Option Shares may be made by delivery of investment and not with immediately available funds by wire transfer to an account designated by the Company, a view tosix-month promissory note bearing interest at the six-month LIBOR rate then in effect, or for resale in connection with, any distribution thereof (within combination of such wire transfer funds and promissory note. The Parties shall cooperate to ensure that the meaning issuance of the Securities ActTop-Up Option Shares is accomplished consistent with all applicable legal requirements, including all federal securities laws. (e) Upon the delivery by Merger Sub to the Company of the Top-Up Exercise Notice, and the tender of the consideration described in Section 2.3(d), Merger Sub shall be deemed to be the holder of record of the Top-Up Option Shares issuable upon that exercise, notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing those Top-Up Option Shares shall not then be actually delivered to Merger Sub or the Company shall have failed or refused to designate the account described in Section 2.3(d). (f) Certificates evidencing Top-Up Option Shares delivered hereunder shall include legends legally required by applicable securities laws.

Top-Up Option. (a) The Company hereby grants to Parent and/or Merger Sub an irrevocable option (the “Top-Up Option”)) to purchase, subject at a price per share equal to the terms and conditions hereofOffer Price, to purchase that number of authorized and unissued shares of Company Common Stock (the “Top-Up Option Shares”) equal to the lowest number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Parent and/or Merger Sub at the time of such exercise, shall constitute one share of Company Common Stock more than ninety percent (90%) of the number of 100 shares of Company Common Stock entitled to vote on the Merger after the issuance of the Top-Up Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Offer Price (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that the Top-Up Option may be exercised only if (i) the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess necessary for Merger Sub to be merged into the Company without a vote or consent of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of exercise Company’s stockholders in accordance with Section 253 of the Top-Up Option. (b) The Top-Up Option shall only be exercisable once in whole and not in part at any time within ten (10) Business Days following the payment by Merger Sub for shares of Company Common Stock pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering periodDGCL; provided, however, that the Top-Up Option shall terminate upon not be exercisable (i) unless immediately after such exercise and the issuance of shares of Company Common Stock pursuant thereto, Merger Sub would own more than the number of shares of Company Common Stock necessary for Merger Sub to be merged into the Company without a vote or consent of the Company’s stockholders in accordance with Section 253 of the DGCL (assuming the issuance of the Top-Up Option Shares) and (ii) for a number of shares of Company Common Stock in excess of the number of then authorized and unissued shares together with shares of Company Common Stock held as treasury shares. For the avoidance of doubt, nothing herein shall be construed or is intended to obligate Merger Sub to exercise the Top-Up Option. (b) Merger Sub may exercise the Top-Up Option, in whole but not in part, at any one time after the Acceptance Time and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement pursuant to Article X. The aggregate purchase price payable for the Top-Up Option Shares being purchased by Merger Sub pursuant to the Top-Up Option may be paid by Merger Sub, at its election, either (A) entirely in accordance with cash or (B) by paying in cash in an amount equal to the terms hereof aggregate par value of the purchased Top-Up Option Shares and (ii) executing and delivering to the Effective TimeCompany an unsecured promissory note issued by Merger Sub having a principal amount equal to the remainder of such purchase price. The promissory note shall be full recourse against Parent and Merger Sub, shall bear interest at a rate of 5% per annum, shall mature on the first anniversary of the date of execution of the promissory note, and may be prepaid in whole or in part at any time without premium or penalty, and shall have no other material terms. (c) In the event Parent or Merger Sub wishes to exercise the Top-Up Option, Parent or Merger Sub shall so notify deliver to the Company in writing at least three (3) Business Days in advance of such exercise and shall set forth in such a notice (i) whether Parent is electing to have the number of “Top-Up Shares determined on a fully-diluted or primary basis, Notice”) setting forth (iii) the number of shares of Company Common Stock owned by Parent and its Subsidiaries, (ii) the number of Top-Up Option Shares that Merger Sub immediately preceding the intends to purchase of pursuant to the Top-Up Shares Option, (iii) the manner in which Merger Sub intends to pay the applicable purchase price and (iiiiv) the place and time for at which the closing of the purchase of such Top-Up Option Shares by Merger Sub is to take place. At the closing of the purchase of the Top-Up Shares (the “Top-Up Closing”). The Company shallOption Shares, as soon as practicable following receipt of such notice, notify Parent and Merger Sub in writing of the number of shares of Company Common Stock then outstanding and, based on the information specified in the notice of Parent or Merger Sub, the number of Top-Up Shares. At the Top-Up Closing, (i) Parent or Merger Sub shall pay cause to be delivered to the Company the aggregate price consideration required to be paid delivered in exchange for the Top-Up Shares, at the election of Parent and Merger Sub, in cash or by delivery of a promissory note which shall have the following terms: it shall be due on the first anniversary of Option Shares being purchased pursuant to the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; Option, and it shall have no other material terms and (ii) the Company shall cause to be issued to Merger Sub a certificate representing such Top-Up Option Shares and upon request of Parent, the Company will use its reasonable best efforts to cause its transfer agent to certify in writing the number of shares of Company Common Stock outstanding immediately prior to issuance of the Top-Up Option Shares. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of such Top-Up Option Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 11.2, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of the DGCL and as contemplated by Section 8.3(e) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares. (d) Parent and Merger Sub acknowledge understand that the shares of Company Common Stock which Merger Sub may acquire upon exercise of the Top-Up Shares Option will not be registered under the Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents represent and warrants warrant to the Company that each of Parent and Merger Sub is, and or will be upon the purchase of the Top-Up Option Shares, an “accredited investor,” as such term is defined in Rule 501 of Regulation D under the Securities Act. Parent and Merger Sub agree agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Parent or Merger Sub for the purpose of investment and not with a view to, to or for resale in connection with, with any distribution thereof (within the meaning of the Securities Act). Any certificates evidencing Top-Up Option Shares shall include any legends required by applicable securities Laws.

Top-Up Option. (a) The Subject to Section 1.4(b) and Section 1.4(c), the Company hereby grants to Parent and/or Merger Sub Sub, an irrevocable option option, for so long as this Agreement has not been terminated pursuant to the provisions hereof (the “"Top-Up Option”"), subject to the terms and conditions hereof, to purchase that from the Company, up to the number of shares of Company Common Stock (the “Top-Up Shares”) authorized and unissued Shares equal to the lowest number of shares of Company Common Stock Shares that, when added to the number of shares of Company Common Stock Shares owned by Merger Sub at the time of such exercise, shall constitute one share of Company Common Stock more than ninety percent (90%) of the number of shares of Company Common Stock entitled to vote on the Merger after the issuance of the Top-Up Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Offer Price (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that the Top-Up Option may be exercised only if (i) the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option and Option, constitutes at least one Share more than 90% of the Shares that would be outstanding immediately after the issuance and delivery of all Shares to be issued upon exercise of the Top-Up Option (such Shares shall not to be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of issued upon exercise of the Top-Up Option, the "Top-Up Shares"). (b) The Top-Up Option shall only may be exercisable once in whole and not in part at any time within ten (10) Business Days following the payment exercised by Merger Sub for shares of Company Common Stock pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Conditionin whole but not in part, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering period; provided, however, that the only once. The Top-Up Option shall terminate upon the earlier to occur of (i) the Effective Time and (ii) termination of this Agreement in accordance with Article 10. The aggregate purchase price payable for the terms hereof Top-Up Shares being purchased by Merger Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Shares by the Offer Price, without interest. Such purchase price may be paid by Merger Sub, at its election, either (A) entirely in cash or (B) by paying in cash an amount equal to not less than the aggregate par value of such Top-Up Shares and (ii) by executing and delivering to the Effective TimeCompany a promissory note having a principal amount equal to the balance of such purchase price. Any such promissory note shall bear interest at the rate of 3% per annum, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty. (c) In If the event Minimum Condition has been met and the other Offer Conditions have been satisfied or waived and there shall have not been validly tendered and not validly withdrawn that number of shares of Common Stock which, when added to the shares of Common Stock owned by Parent or and its Affiliates, would represent at least ninety percent (90%) of the shares of Common Stock outstanding on the Acceptance Date, Merger Sub wishes shall be deemed to exercise have exercised the Top-Up Option, Parent or Merger Sub Option on the Acceptance Date and on such date shall so notify deliver to the Company in writing at least three a notice (3the "Top-Up Notice") Business Days in advance of such exercise and shall set setting forth in such notice (i) whether Parent is electing to have the number of Top-Up Shares determined on a fullythat Merger Sub intends to purchase pursuant to the Top-diluted or primary basisUp Option, (ii) the number of shares of Company Common Stock owned by manner in which Merger Sub immediately preceding intends to pay the applicable purchase of the Top-Up Shares price and (iii) the place and time for at which the closing of the purchase of such Top-Up Shares by Merger Sub is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Sub that, as promptly as practicable following such exercise of the Top-Up Option, Merger Sub intends to (and Merger Sub shall, and Parent shall cause Merger Sub to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 92A.180 of Nevada Law as contemplated by Section 8.5. At the closing of the purchase of the Top-Up Shares (the “Top-Up Closing”). The Company shallShares, as soon as practicable following receipt of such notice, notify Parent and Merger Sub in writing of the number of shares of Company Common Stock then outstanding and, based on the information specified in the notice of Parent or Merger Sub, the number of Top-Up Shares. At the Top-Up Closing, (i) Parent or Merger Sub shall pay cause to be delivered to the Company the aggregate price consideration required to be paid delivered in exchange for the Top-Up Shares, at the election of Parent and Merger Sub, in cash or by delivery of a promissory note which shall have the following terms: it shall be due on the first anniversary of the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; and it shall have no other material terms and (ii) the Company shall cause to be issued to Merger Sub a certificate representing the Top-Up Shares. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 11.3, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 92A.180 of Nevada Law as contemplated by Section 8.5 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares. (d) Parent and Merger Sub acknowledge understand that the Top-Up Shares will not be registered under the Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents represents, warrants and warrants to the Company that each of Parent and Merger Sub is, and will be upon the purchase of the Top-Up Shares, an “accredited investor,” as such term is defined in Rule 501 of Regulation D under the Securities Act. Parent and Merger Sub agree agrees that the Top-Up Option is being, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will be be, acquired by Parent or Merger Sub for the purpose of investment and not with a view to, to or for resale in connection with, with any distribution thereof (within the meaning of the Securities Act). Any certificates evidencing Top-Up Shares shall include any legends required by applicable securities laws. (e) Any dilutive impact on the value of the Shares as a result of the issuance of the Top-Up Shares will not be taken into account in any determination of the fair value of any dissenting Shares pursuant to Section 92A.320 of Nevada Law as contemplated by Section 3.3.

Top-Up Option. (a) The Prior to the scheduled Acceptance Time, Parent and the Company shall confer and mutually determine, in good faith, after consulting with their respective outside legal counsel, whether the Merger remains eligible to be effected pursuant to Section 251(h) of the DGCL. Unless Parent and the Company determine that the Merger is ineligible to be effected pursuant to Section 251(h) of the DGCL (the “251(h) Inapplicable Determination”) the Merger shall be effected in accordance with Section 251(h) of the DGCL. If prior to the Effective Time, Parent and the Company make a 251(h) Inapplicable Determination then, contingent and effective upon the occurrence of the 251(h) Inapplicable Determination and the Acceptance Time, the Company hereby grants to Parent and/or Merger Acquisition Sub an irrevocable option (the “Top-Up Option”), subject to exercisable only on the terms and conditions hereofset forth in this Section 1.4, to purchase that from the Company the number of newly-issued, fully paid and non-assessable shares of Company Common Stock (the “Top-Up Shares”) equal to the lowest number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Merger Parent or Acquisition Sub at the time of such exerciseexercise of the Top-Up Option, shall constitute constitutes at least one share of Company Common Stock more than ninety percent (90%) % of the number of shares of Company Common Stock entitled to vote on the Merger after that are then issued and outstanding taking into account the issuance of the Top-Up Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Offer Price (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that the Top-Up Option may be exercised only if (i) the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the number of all shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of to be issued upon exercise of the Top-Up Option. (b) The Top-Up Option shall only be exercisable once in whole exercised by Acquisition Sub from and not in part at any time within ten after the Acceptance Time and prior to the earlier to occur of (101) Business Days following the payment Effective Time and (2) the valid termination of this Agreement. The Top-Up Option may be exercised by Merger Sub for shares Acquisition Sub, if: (i) the 251(h) Inapplicable Determination has been made; (ii) all of Company Common Stock pursuant the Conditions to the Offer representing have been satisfied or (to the extent permitted) waived; (iii) at least such the time of exercise of the Top-Up Option, the number of shares of Company Common Stock as shall satisfy the Minimum Condition, owned by Parent or if any subsequent offering period is provided, during the ten (10) Business Day period Acquisition Sub immediately following the expiration date Acceptance Time does not constitute at least one share more than 90% of the subsequent offering periodnumber of shares of Company Common Stock that are then issued and outstanding; provided, however, (iv) the exercise of the Top-Up Option would result in Parent or Acquisition Sub owning at least one share more than 90% of the number of shares of Company Common Stock that are then issued and outstanding taking into account the issuance of all shares of Company Common Stock to be issued upon exercise of the Top-Up Option; and (v) the exercise of the Top-Up Option in accordance with this Section 1.4 would not violate any applicable Legal Requirements. The Top-Up Option shall not be exercised if the number of shares of the Company Common Stock issuable upon exercise of the Top-Up Option would exceed the number of authorized but unissued shares of the Company Common Stock that are not reserved or otherwise committed to be issued. The Top-Up Option shall not be exercised if Acquisition Sub has not accepted for payment all shares of Company Common Stock validly tendered in the Offer and not withdrawn. (c) The aggregate purchase price payable for the shares of Company Common Stock being purchased by Acquisition Sub pursuant to the Top-Up Option shall terminate upon be determined by multiplying the earlier number of such shares by the Offer Price. Acquisition Sub shall pay the Company a portion of the purchase price equal to the aggregate par value of the Top-Up Shares in cash by wire transfer of immediately available funds. The balance of such purchase price may be paid by Acquisition Sub, at its election: (i1) entirely in cash, by wire transfer of immediately available funds; (2) by executing and delivering to the termination Company a full recourse promissory note having a principal amount equal to the balance of the purchase price, or (3) partly in cash and partly by delivering to the Company a promissory note having a principal amount equal to the balance of the purchase price not paid in cash. Any promissory note: (I) shall be executed by Parent and Acquisition Sub; (II) shall be due and payable on the first anniversary of the date of execution and delivery thereof; (III) shall bear simple interest at the rate of 3% per annum, payable in arrears at the time the promissory note is repaid; (IV) shall be full recourse against Parent and Acquisition Sub; (V) may be prepaid, in whole or in part, at any time without premium or penalty; (VI) shall provide that the unpaid principal amount and accrued interest under the promissory note shall immediately become due and payable in the event that (a) Parent or Acquisition Sub fails to make any payment of interest on the promissory note as provided therein and such failure continues for a period of thirty (30) days or (b) Parent or Acquisition Sub files or has filed against it any petition under any bankruptcy or insolvency Legal Requirements or makes a general assignment for the benefit of creditors and shall have no other material terms; and (VII) shall have no other material terms. (d) Parent, Acquisition Sub and the Company acknowledge and agree that, in any appraisal proceeding related to this Agreement Agreement, the fair value of the shares of Company Common Stock subject to the appraisal proceeding shall be determined in accordance with the terms hereof and (ii) DGCL without regard to the Effective Timeexercise by Acquisition Sub of the Top-Up Option, any shares of Company Common Stock issued upon exercise of the Top-Up Option or the promissory note. (ce) In the event Parent or Merger Acquisition Sub wishes to exercise the Top-Up Option, Parent or Merger Acquisition Sub shall so notify deliver to the Company in writing at least three a notice (3the “Top-Up Notice”) Business Days in advance of such exercise and shall set forth in such notice setting forth: (i) whether Parent is electing the manner in which Acquisition Sub intends to have pay the number of Top-Up Shares determined on a fully-diluted or primary basis, applicable purchase price; and (ii) the number of shares of Company Common Stock owned by Merger Sub immediately preceding the purchase of the Top-Up Shares and (iii) the place and time for at which the closing of the purchase of the Top-Up Shares (the “Top-Up Closing”)such shares of Company Common Stock by Acquisition Sub is to take place. The Company shall, as soon as practicable following receipt of such notice, notify Parent and Merger Acquisition Sub in writing of the number of shares of Company Common Stock that are then issued and outstanding and, based on the information specified in the notice of Parent or Merger Sub, and the number of Top-Up Shares as of such time, and, upon Parent’s request, the Company shall use commercially reasonable efforts to cause its transfer agent to certify in writing to Acquisition Sub the number of shares of Company Common Stock issued and outstanding as of immediately prior to the exercise of the Top-Up Option and after giving effect to the issuance of the Top-Up Shares. At the Top-Up Closingclosing of the purchase of such shares of Company Common Stock, (i) Parent or Merger Acquisition Sub shall pay cause to be delivered to the Company the aggregate price consideration required to be paid delivered in exchange for the Top-Up Sharessuch shares, at the election of Parent and Merger Sub, in cash or by delivery of a promissory note which shall have the following terms: it shall be due on the first anniversary of the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; and it shall have no other material terms and (ii) the Company shall cause to be issued to Merger Acquisition Sub a certificate representing such shares. (f) Parent and Acquisition Sub acknowledge that any Top-Up Shares issued upon exercise of the Top-Up Shares. (d) Parent and Merger Sub acknowledge that the Top-Up Shares will Option shall not be registered under the Securities Act and will that all such Top-Up Shares shall be issued in reliance upon an applicable exemption thereunder for transactions not involving a public offeringfrom registration under the Securities Act. Each of Parent and Merger Acquisition Sub hereby represents and warrants to the Company that each of Parent and Merger Acquisition Sub isare, and will be shall be, upon the purchase of the Top-Up Shares, an “accredited investorinvestors,” as such term is defined in Rule 501 of Regulation D under the Securities Act. Parent and Merger Acquisition Sub agree agrees that the Top-Up Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will shall be acquired by Parent or Merger Acquisition Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (g) The parties hereto agree to use commercially reasonable best efforts to cause the closing of the purchase of the Top-Up Shares, including the payment for such shares, to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 9.9, and if not so consummated on such day, as promptly thereafter as possible. If the Top-Up Option is exercised, the parties hereto further agree to use commercially reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of the DGCL, subject to applicable Legal Requirements, as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares. Parent, Acquisition Sub and the Company shall cooperate to ensure that any issuance of the Top-Up Shares is accomplished in a manner consistent with all applicable Legal Requirements. (h) Without the prior written consent of the Company, the right to exercise the Top-Up Option granted pursuant to this Agreement may be exercised only once and shall not be assigned by Parent or Acquisition Sub. Any attempted assignment in violation of this Section 1.4(h) shall be null and void.

Top-Up Option. (a) The Company hereby grants to Parent and/or and Merger Sub an irrevocable option (the “Top-Up Option”), subject to the terms and conditions hereof, ) to purchase that from the Company the number of shares of Company Common Stock Shares (such shares, the “Top-Up Option Shares”) equal to the lowest lesser of (i) the number of shares of Company Common Stock Shares that, when added to the number of shares of Company Common Stock Shares owned by Merger Sub Parent and its Subsidiaries at the time of such exercise, shall constitute one share of Company Common Stock more than ninety percent (90%) of the number of shares of Company Common Stock entitled to vote on the Merger after the issuance of the Top-Up Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Offer Price (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that the Top-Up Option may be exercised only if (i) the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option and Option, constitutes one share more than 90% of the number of Shares that would be outstanding in each class of Company Common Stock immediately after the issuance and delivery of the Top-Up all Shares shall not be prohibited by any Law or Order and (iii) subject to the Top-Up Option is exercisable for not more than on a fully diluted basis or (ii) the aggregate number of shares Shares that the Company is authorized to issue under its articles of Company Common Stock in excess of the shares of Company Common Stock authorized incorporation, but unissued that are not issued and outstanding (and are not reserved subscribed for issuanceor otherwise committed to be issued) at the time of exercise of the Top-Up Option, at a price per share of Company Common Stock equal to the Offer Price. The Top-Up Option shall terminate upon the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. (b) The Top-Up Option shall only may be exercisable exercised by Parent or Merger Sub once in whole and not in part on or prior to the fifth Business Day after the later of the Offer Acceptance Time and the expiration of any Subsequent Offering Period pursuant to Section 1.1(f), if applicable, if at any time within ten (10) Business Days following the payment by such time, Parent, Merger Sub for or any Subsidiary of Parent or Merger Sub do not own in the aggregate at least 90% of the total then-outstanding shares of each class of Company Common Stock pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering perioddetermined on a fully diluted basis); provided, however, that the obligation of the Company to deliver the Top-Up Option shall terminate upon Shares is subject to the earlier of conditions that (i) no Order of any Governmental Entity shall restrain, enjoin or otherwise prohibit the termination exercise of this Agreement the Top-Up Option or the delivery of the Top-Up Option Shares in accordance with the terms hereof respect of such exercise; and (ii) Merger Sub has accepted for payment and paid for all Shares validly tendered in the Effective TimeOffer and not withdrawn. (c) In The aggregate purchase price payable for the event Top-Up Option Shares shall be determined by multiplying the number of Top-Up Option Shares by the Offer Price. Such purchase price may be paid by Parent or Merger Sub wishes Sub, at its election, either (i) entirely in cash, (ii) by payment in cash of no less than $0.01 per share and payment of the balance by executing and delivering to the Company a promissory note (with full recourse to Parent) having a principal amount equal to the difference between the purchase price and the aggregate par value of the Top-Up Option Shares or (iii) any combination thereof. Any such promissory note shall bear interest at the applicable federal rate as determined for U.S. income tax purposes, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid at any time without premium or penalty. (d) If they elect to exercise the Top-Up Option, Parent or Merger Sub shall so notify deliver to the Company in writing at least three (3) Business Days in advance of such exercise and shall set a written notice setting forth in such notice (i) whether Parent is electing to have the number of Top-Up Shares determined on a fully-diluted or primary basis, (ii) the number of shares of Company Common Stock Shares that will be owned by Parent and Merger Sub immediately preceding the purchase of the Top-Up Option Shares together with the number of Top-Up Option Shares, (ii) the manner in which Parent or Merger Sub intends to pay the applicable exercise price and (iii) the place and time for at which the closing of the purchase of the Top-Up Option Shares is to take place, which shall take place not later than five (5) Business Days following the “Top-Up Closing”Offer Acceptance Time or the expiration of any Subsequent Offering Period pursuant to Section 1.1(f). The Company shall, as soon as practicable following receipt of such noticenotice (and in no event later than the Top-Up Option closing date), notify Parent and Merger Sub in writing of the number of shares of Company Common Stock Shares then outstanding and, based on the information specified in the notice of Parent or Merger Sub, and the number of Top-Up Option Shares. At the closing of the purchase of the Top-Up ClosingOption Shares, (i) Parent or Merger Sub shall pay cause to be delivered to the Company the aggregate price consideration required to be paid delivered in exchange for the Top-Up Shares, at the election of Parent and Merger Sub, in cash or by delivery of a promissory note which shall have the following terms: it shall be due on the first anniversary issuance of the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; Option Shares, and it shall have no other material terms and (ii) the Company shall cause to be issued and delivered to Parent or Merger Sub (as the case may be) a certificate or certificates representing the Top-Up Option Shares or, at Parent’s or Merger Sub’s request or otherwise if the Company does not then have certificated Shares, the applicable number of non-certificated Shares represented by book-entry (“Book-Entry Shares”). Such certificates or Book-Entry Shares may include any legends required by applicable Laws. Without the prior written consent of the Company, the right to exercise the Top-Up Option granted pursuant to this Agreement shall not be assigned by Parent or Merger Sub except in connection with an assignment in compliance with Section 9.10. Any attempted assignment in violation of this Section 1.4(d) shall be null and void. (de) Parent and Merger Sub acknowledge that the Top-Up Option Shares that Merger Sub may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents represent and warrants warrant to the Company that each of Parent and Merger Sub is, and will be upon the purchase of the Top-Up Option Shares, an “accredited investorAccredited Investor,” as such term is defined in Rule 501 of Regulation D under the Securities Act. Parent and Merger Sub agree agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option Option, if any, are being and will be acquired by Parent or Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning in violation of the Securities Act).

Top-Up Option. (a) The Company hereby grants to Parent and/or Merger Sub an irrevocable option (the “Top-Up Option”), exercisable only upon the terms and subject to the terms conditions set forth herein and conditions hereofonly on or after the Appointment Time, to purchase that purchase, at a price per share equal to the Offer Price, an aggregate number of shares of Company Common Stock (the “Top-Up Option Shares”) equal to the lowest number of shares of Company Common Stock Shares that, when added to the number of shares of Company Common Stock Shares directly or indirectly owned by Parent, Merger Sub at the time of such exercise, shall constitute one share of Company Common Stock more than ninety percent (90%) of the number of shares of Company Common Stock entitled to vote on the Merger after the issuance of the Top-Up Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Offer Price (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that the Top-Up Option may be exercised only if (i) the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) their respective subsidiaries at the time of exercise of the Top-Up Option. (b) The Top-Up Option , shall only be exercisable once in whole and not in part at any time within ten (10) Business Days following constitute one share more than the payment by Merger Sub for shares of Company Common Stock pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering periodShort Form Threshold; provided, however, that the Top-Up Option shall terminate upon not be exercisable unless, immediately after such exercise and the issuance of shares of Company Common Stock pursuant thereto, the Short Form Threshold would be reached (after giving effect to the issuance of the Top-Up Option Shares); provided, further, that in no event shall the Top-Up Option be exercisable for a number of shares of Company Common Stock in excess of the Company’s total authorized and unissued shares of Company Common Stock (treating any Shares held in the treasury of the Company as unissued). Merger Sub may pay the Company the aggregate price required to be paid for the Top-Up Shares either (i) entirely in cash or (ii) at Merger Sub’s election, by (x) paying in cash an amount equal to not less than the aggregate par value of the Top-Up Shares and (y) executing and delivering to the Company a promissory note having a principal amount equal to the balance of the aggregate purchase price pursuant to the Top-Up Option less the amount paid in cash pursuant to the preceding clause (x) (a “Promissory Note”). Any such Promissory Note shall be full recourse against Parent and Merger Sub and (i) shall bear interest at the rate of nine percent per annum, (ii) shall mature on the first anniversary of the date of execution and delivery of such Promissory Note, and (iii) may be prepaid, in whole or in part, without premium or penalty. In the event that the Top-Up Option is exercised and this Agreement is then terminated in accordance with its terms, the Promissory Note will become immediately due and payable. (b) Provided that no applicable Law, order, injunction or other legal impediment shall prohibit the exercise of the Top-Up Option or the issuance of the Top-Up Option Shares pursuant thereto, or otherwise make such exercise or issuance illegal, Merger Sub may exercise (subject to the restrictions contained in Section 1.12(a)) the Top-Up Option on one occasion, in whole and not in part, after the Appointment Time and prior to the earlier to occur of (i) the later of (A) the Expiration Time and (B) the expiration of any “subsequent offering period”; and (ii) the termination of this Agreement in accordance with the terms hereof and (ii) the Effective Timeits terms. (c) In the event Parent or Merger Sub wishes order to exercise the Top-Up Option, Parent or Merger Sub shall so notify send to the Company in writing at least three (3) Business Days in advance of such exercise and shall set forth in such a written notice (i) whether Parent is electing to have the number of a “Top-Up Shares determined on a fullyExercise Notice,” the date of which notice is referred to herein as the “Top-diluted Up Notice Date”) specifying the denominations of the certificate or primary basis, (ii) the number of shares of Company Common Stock owned by Merger Sub immediately preceding the purchase of certificates evidencing the Top-Up Option Shares which Merger Sub wishes to receive, and (iii) the place place, time and time date for the closing of the purchase of and sale pursuant to the Top-Up Shares Option (the “Top-Up Closing”). The Company shall, as soon as practicable following promptly after receipt of such noticethe Top-Up Exercise Notice, notify Parent and deliver a written notice to Merger Sub in writing of the number of shares of Company Common Stock then outstanding and, based on the information specified in the notice of Parent or Merger Sub, confirming the number of Top-Up SharesOption Shares and the aggregate purchase price therefor (the “Top-Up Notice Receipt”). At the Top-Up Closing, (i) Parent or Merger Sub shall pay to the Company the aggregate price required to be paid for the Top-Up Option Shares, at the election of Parent and Merger Sub, in cash or by delivery of cash and a promissory note which shall have the following terms: it shall be due on the first anniversary of Promissory Note in an aggregate principal amount equal to that specified in the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; Notice Receipt, and it shall have no other material terms and (ii) the Company shall cause to be issued and delivered to Merger Sub a certificate or certificates representing the Top-Up Option Shares or, if the Company does not then have certificated Shares, the applicable number of Book-Entry Shares. Such certificates or Book-Entry Shares may include any legends that are required by federal or state securities Laws. (d) Parent and Merger Sub acknowledge that the Top-Up Shares will which Merger Sub may acquire upon exercise of the Top-Up Option shall not be registered under the Securities Act and will shall be issued in reliance upon an exemption thereunder from registration under the Securities Act for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents represent and warrants warrant to the Company that each of Parent and Merger Sub is, and will or shall be upon the any purchase of the Top-Up Shares, an “accredited investor,” ”, as such term is defined in Rule 501 of Regulation D under the Securities Act. Parent and Merger Sub agree agrees that the Top-Up Option Option, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option Option, if any, are being and will shall be acquired by Parent or Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). (e) Without the prior written consent of the Company, the right to exercise the Top-Up Option granted pursuant to this Agreement shall not be assigned by Merger Sub other than to Parent or a direct or indirect wholly-owned subsidiary of Parent, including by operation of Law or otherwise, and any attempted assignment in violation of this Section 1.12(e) shall be null and void.

Top-Up Option. (a) The Company hereby irrevocably grants to Parent and/or Merger Sub Purchaser an irrevocable option (the “Top-Up Option”), subject to exercisable only after the terms acceptance by Purchaser of, and conditions hereofpayment for, Shares tendered in the Offer, to purchase (for cash or a note payable) that number (but not less than that number) of shares of Company Common Stock Shares (the “Top-Up Shares”) as is equal to the lowest number of shares of Company Common Stock Shares that, when added to the number of shares of Company Common Stock Shares owned by Merger Sub Parent or Purchaser at the time of such exercise, shall constitute one share of Company Common Stock more than ninety percent (90%) of the number of shares of Company Common Stock entitled to vote total Shares then outstanding on the Merger after a fully-diluted basis (assuming the issuance of the Top-Up Shares, calculated on ) at a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Offer Price (with, for this purpose only, which price shall be payable either (A) entirely in cash or (B) in cash in an amount equal to the aggregate par value of the fraction purchased Top-Up Option Shares and by the issuance of a full recourse note with a principal amount equal to the remainder of the share of Parent Common Stock included in the Offer Price fixed at $10.25exercise price); provided, however, that (i) the Top-Up Option may shall be exercised exercisable only if once, and only on or prior to the tenth (i10th) Business Day (or such later date as shall be approved by the issuance Continuing Directors) after the latest of the Top-Up Shares shall not require approval Expiration Date, the expiration date of any subsequent offering period and the Company’s stockholders under applicable Law (including the rules receipt of the NYSE)all Required Merger Regulatory Approvals, (ii) the exercise of in no event shall the Top-Up Option and the issuance and delivery be exercisable for a number of Shares in excess of the Top-Up Company’s then authorized and unissued Shares shall not be prohibited by (including as authorized and unissued Shares, for purposes of this Section 1.5, any Law or Order Shares held in the treasury of the Company), and (iii) the Top-Up Option is exercisable for may not more than be exercised if (A) any provision of applicable Law or any judgment, injunction, order or decree of any Governmental Entity shall prohibit, or require any action, consent, approval, authorization or permit of, action by, or filing with or notification to, any Governmental Entity in connection with the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of exercise of the Top-Up Option. (b) The Option or the delivery of the Top-Up Option shall only be exercisable once Shares in whole and respect of such exercise, which action, consent, approval, authorization or permit, action, filing or notification has not in part at any time within ten theretofore been obtained or made, as applicable, or (10B) Business Days following after the payment by Merger Sub for shares issuance of Company Common Stock Shares pursuant to the Offer representing at least such number Top-Up Option, it will be insufficient to allow Purchaser to effect the Merger without a meeting of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date stockholders of the subsequent offering periodCompany in accordance with Section 253 of the DGCL; provided, howeverfurther, that the Top-Up Option shall terminate upon the earlier of (i) concurrently with the termination of this Agreement Agreement. Purchaser shall promptly exercise the Top-Up Option if the shares issuable upon exercise thereof would be sufficient to allow Purchaser to effect the Merger without a meeting of stockholders of the Company in accordance with Section 253 of the terms hereof and (ii) DGCL. Purchaser shall, concurrently with the Effective Time. (c) In the event Parent or Merger Sub wishes to exercise of the Top-Up Option, give written notice to the Company that, as promptly as practicable following such exercise, Purchaser intends to (and Purchaser shall, and Parent or shall cause Purchaser to, as promptly as practicable after such exercise) consummate the Merger Sub in accordance with Section 253 of the DGCL as contemplated by Section 2.7. (b) Purchaser shall so notify the Company in writing at least three (3) Business Days in advance of such its exercise of the Top-Up Option and shall set forth in such notice (i) whether Parent is electing to have the number of Top-Up Shares determined on a fully-diluted or primary basis, (ii) the number of shares of Company Common Stock owned by Merger Sub Parent and Purchaser immediately preceding the purchase of the Top-Up Shares and (iii) the place and time for the Shares. The closing of the purchase of the Top-Up Shares shall take place at the offices of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, One Liberty Plaza, New York, New York, on the second Business Day, after the delivery of such notice (or such earlier time as the “Top-Up Closing”parties may agree). The Company shall, as soon as practicable following receipt of such notice, notify Parent and Merger Sub Purchaser in writing of the number of shares of Company Common Stock Shares then outstanding and, based on the information specified in the notice of Parent or Merger Sub, and the number of Top-Up Shares. At the closing of the Top-Up ClosingOption, (i) Parent or Merger Sub shall cause Purchaser to pay to the Company the aggregate price required to be paid for the Top-Up Shares, at the election of Parent Shares and Merger Sub, in cash or by delivery of a promissory note which shall have the following terms: it shall be due on the first anniversary of the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; and it shall have no other material terms and (ii) the Company shall cause to be issued to Merger Sub Purchaser a certificate representing the Top-Up Shares. (c) Any certificates evidencing Top-Up Shares may include any legends required by applicable securities Laws. (d) Parent and Merger Sub Purchaser acknowledge that the Shares that Purchaser may acquire upon exercise of the Top-Up Shares Option will not be registered under the Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents Purchaser represent and warrants warrant to the Company that each of Parent and Merger Sub Purchaser is, and will be upon the purchase exercise of the Top-Up SharesOption, an “accredited investor,” (as such term is defined in Rule 501 of Regulation D promulgated under the Securities Act). Parent and Merger Sub agree Purchaser agrees that the Top-Up Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option thereof are being and will be acquired by Parent or Merger Sub for the purpose of investment and not with a view to, to or for resale in connection with, with any distribution thereof (within the meaning of the Securities Act).

Top-Up Option. (a) The Company hereby grants to Parent and/or Merger Sub an irrevocable option option, for so long as this Agreement has not been terminated pursuant to the provisions hereof (the “Top-Up Option”), subject to purchase from the Company up to the terms and conditions hereof, to purchase that number of authorized and unissued shares of Company Common Stock (the “Top-Up Shares”) equal to the lowest number including as authorized and unissued shares, for purposes of this Section 1.4, any shares of Company Common Stock held in the treasury of the Company) equal to the number of shares that, when added to the number of shares of Company Common Stock owned by Merger Sub at the time of such exerciseexercise of the Top-Up Option, shall constitute constitutes one share of Company Common Stock more than ninety percent (90%) of the number of shares (the “Requisite Short-Form Merger Shares”) entitled to cast 90% of all the votes entitled to be cast by the holders of the Company Common Stock entitled to vote on the Merger after the issuance of all shares to be issued upon exercise of the Top-Up SharesOption, calculated on a fully-diluted basis, basis or, at as may be elected by Parent’s election, on a primary basis, at an basis as of immediately prior to the issuance of such shares (such shares to be issued upon exercise price per of the Top-Up Share equal to the Offer Price (with, for this purpose onlyOption, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25“Top-Up Shares”); provided, however, that the . (b) The Top-Up Option may be exercised only if by Merger Sub, in whole or in part at any time following the Offer Closing and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its terms, provided that Merger Sub shall own as of such time less than the Requisite Short-Form Merger Shares. Notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable to the extent (i) the issuance of the Top-Up Shares shall not would require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of exercise of the Top-Up Option. (b) The Top-Up Option shall only be exercisable once in whole and not in part at any time within ten (10) Business Days following the payment by Merger Sub for shares of Company Common Stock pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering period; provided, however, that the Top-Up Option shall terminate upon the earlier of (i) the termination of this Agreement in accordance with the terms hereof and (ii) the Effective Time. (c) In the event Parent or Merger Sub wishes to exercise the Top-Up Option, Parent or Merger Sub shall so notify the Company in writing at least three (3) Business Days in advance of such exercise and shall set forth in such notice (i) whether Parent is electing to have the number of Top-Up Shares determined on a fully-diluted or primary basisNasdaq Rule 4350, (ii) the number of shares of Company Common Stock owned issuable upon exercise of the Top-Up Option would exceed the number of authorized but unissued shares of Company Common Stock that are not already reserved for issuance or (iii) any other provision of applicable laws or judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares. The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Sub immediately preceding pursuant to the Top-Up Option shall be determined by multiplying the number of such shares by the Offer Price, without interest. Such aggregate purchase price may be paid by Merger Sub, at its election, either in the same form of consideration as the Offer Price or by executing and delivering to the Company a promissory note having a principal amount equal to such purchase price. (c) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares comply with all applicable laws, including compliance with an applicable exemption from registration of the Top-Up Shares under the Securities Act of 1933 (the “Securities Act”). In the event Merger Sub wishes to exercise the Top-Up Option, Merger Sub shall give the Company at least three business days prior written notice, specifying (i) the number of Top-Up Shares that Merger Sub intends to purchase pursuant to the Top-Up Option; (ii) the manner in which Merger Sub intends to pay the applicable purchase price; and (iii) the place and time for the closing of such purchase. At the closing of the purchase of the Top-Up Shares (the “Top-Up Closing”). The Company shallShares, as soon as practicable following receipt of such notice, notify Parent and Merger Sub in writing of the number of shares of Company Common Stock then outstanding and, based on the information specified in the notice of Parent or Merger Sub, the number of Top-Up Shares. At the Top-Up Closing, (i) Parent or Merger Sub shall pay cause to be delivered to the Company the aggregate price consideration required to be paid delivered in exchange for the Top-Up Shares, at the election of Parent and Merger Sub, in cash or by delivery of a promissory note which shall have the following terms: it shall be due on the first anniversary of the Top-Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; and it shall have no other material terms and (ii) the Company shall cause to be issued to Merger Sub a certificate representing the Top-Up Shares. (d) Parent and Merger Sub acknowledge that the Top-Up Shares will not be registered under the Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Sub hereby represents and warrants to the Company that each of Parent and Merger Sub is, and will be upon the purchase of the Top-Up Shares, an “accredited investor,” as such term is defined in Rule 501 of Regulation D under the Securities Act. Parent and Merger Sub agree that the Top-Up Option and the Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Parent or Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act).

Top-Up Option. (a) The Company hereby grants to Parent and/or Merger Sub an irrevocable option (the “Top-Up Option”), exercisable only upon the terms and subject to the terms and conditions hereofset forth in this Agreement, to purchase from the Company, at a price per share equal to the Offer Price paid in the Offer, up to that number of newly issued shares of Company Common Stock (the “Top-Up Option Shares”) equal to the lowest number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Parent (or any of its Subsidiaries) or Merger Sub at the time of such exercise, shall constitute one share of Company Common Stock more than ninety percent (90%) of the number of shares of Company Common Stock entitled to vote on the Merger after the issuance of the Top-Up Shares, calculated on a fully-diluted basis, or, at Parent’s election, on a primary basis, at an exercise price per Top-Up Share equal to the Offer Price (with, for this purpose only, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25); provided, however, that the Top-Up Option may be exercised only if (i) the issuance of the Top-Up Shares shall not require approval of the Company’s stockholders under applicable Law (including the rules of the NYSE), (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of exercise of the Top-Up Option, would constitute one (1) share more than ninety percent (90%) of the shares of Company Common Stock then outstanding on a fully-diluted basis (“on a fully-diluted basis” meaning the number of shares of Company Common Stock then issued and outstanding, plus all shares of Company Common Stock that the Company may be required to issue as of such date pursuant to options (whether or not then vested or exercisable), rights, convertible or exchangeable securities (only to the extent then convertible or exchangeable into shares of Company Common Stock) or similar obligations then outstanding, and after giving effect to the issuance of the Top-Up Option Shares, but excluding from Parent’s (and any of its Subsidiaries’) and Merger Sub’s ownership, but not from the outstanding shares of Company Common Stock, shares of Company Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) (the “Short Form Threshold”). Parent may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.3, in its sole discretion, to any of its Subsidiaries, including Merger Sub. (b) The Top-Up Option shall only may be exercisable once in whole and not in part exercised at any time within ten (10) Business Days following the payment by Merger Sub for shares after consummation of Company Common Stock pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering period; provided, however, that the Top-Up Option shall terminate upon and prior to the earlier of (i) the Effective Time and (ii) the termination of this Agreement in accordance with its terms; provided, however, the terms hereof and Top-Up Option shall not be exercisable to the extent (iiA) the Effective Timenumber of shares of Company Common Stock subject to the Top-Up Option exceeds the number of authorized and unissued shares of Company Common Stock available for issuance (less the maximum number of shares of Company Common Stock potentially necessary for issuance with respect to outstanding Company Options and other obligations of the Company), (B) any Restraint or Law shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares, (C) immediately after such exercise and issuance of shares of Company Common Stock pursuant thereto, the Short Form Threshold would not be reached or (D) Merger Sub has not accepted for payment all shares of Company Common Stock validly tendered in the Offer (or during any subsequent offering period) and not validly withdrawn. The Top-Up Option shall be exercisable only once. (c) In the event that Parent or Merger Sub wishes to exercise the Top-Up Option, Parent or Merger Sub shall so notify give the Company in writing at least three (3) Business Days in advance of such exercise and shall set forth in such written notice (i) whether Parent is electing to have the number of Top-Up Shares determined on a fully-diluted or primary basis, (ii) specifying the number of shares of Company Common Stock that are or will be owned by Parent or any of its Subsidiaries or Merger Sub immediately preceding following the purchase of the Top-Up Shares and Acceptance Time (iiior any closing relating to a subsequent offering period), (ii) the specifying a place and a time for the closing of the purchase and (iii) undertaking to effect the Merger pursuant to Article II (including the proviso in Section 2.2) as promptly as practicable following the acquisition of the Top-Up Shares (the “Top-Up Closing”)Option Shares. The Company shall, as soon as practicable following receipt of such notice, notify Parent and Merger Sub in writing of the number of shares of Company Common Stock then outstanding and, based on the information specified in the deliver written notice of to Parent or Merger Sub, Sub specifying the estimated number of Top-Up Option Shares. Prior to the closing of the purchase of the Top-Up Option Shares, the Company shall (A) cause its transfer agent to certify in writing to Purchaser the number of Shares issued and outstanding (x) as of immediately prior to the closing of the Top-Up Option and (y) after giving effect to the issuance of the Top-Up Option Shares and, (B) based thereon, determine the final number of Top-Up Option Shares. At the closing of the purchase of the Top-Up ClosingOption Shares, (i) Parent or Merger Sub shall pay (or cause to be paid) to the Company the aggregate purchase price required to be paid payable for the Top-Up SharesOption Shares (in an amount equal to the product of (x) the number of shares of Company Common Stock purchased pursuant to the Top-Up Option and (y) the Offer Price (which amount may be paid, at the election of Parent and or Merger Sub, either in cash (by wire transfer or cashier’s check) or by execution and delivery of a promissory note which shall have having a principal amount equal to the following terms: it shall be due on aggregate purchase price for the first anniversary of the Top-Top Up Closing; it shall bear simple interest of five percent (5%) per annum; it shall have full recourse to Parent; and it shall have no other material terms Option Shares, or any combination thereof, and (ii) the Company shall cause the Top-Up Option Shares to be issued to Parent (or any of its Subsidiaries designated by Parent) or Merger Sub Sub, represented by either certificates or book-entry shares, at the sole option of Parent or Merger Sub. Any promissory note issued pursuant to the immediately preceding sentence shall be in the form attached as Annex C hereto and shall include the following terms: (A) the maturity date shall be one year after issuance, (B) the unpaid principal amount of the promissory note shall accrue simple interest at a certificate representing per annum rate of 1.5% per annum, (C) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice, (D) the promissory note shall be with full recourse and shall be fully secured by the Top-Up Option Shares, (E) the promissory note shall be nonnegotiable and nontransferable and (F) the promissory note shall have no other material terms. The parties will cooperate to ensure that the issuance of the Top-Up Option Shares is accomplished consistent with applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. The Top-Up Option shall terminate concurrently with the termination of this Agreement in accordance with its terms. (d) Parent and and/or Merger Sub acknowledge acknowledges that the Top-Up Option Shares will which Parent (or any of its Subsidiaries) or Merger Sub may acquire upon exercise of the Top-Up Option shall not be registered under the Securities Act Act, and will shall be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and and/or Merger Sub hereby represents and warrants to the Company that each of Parent and Merger Sub is, and will be upon the purchase of the Top-Up Shares, an “accredited investor,” as such term is defined in Rule 501 of Regulation D under the Securities Act. Parent and Merger Sub agree agrees that the Top-Up Option Option, and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option Option, if any, are being and will shall be acquired by Parent (or any of its Subsidiaries) or Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act). Each of Parent and Merger Sub hereby represents and warrants to the Company that Merger Sub is, and will be, upon the purchase of the Top-Up Option Shares, an “accredited investor,” as defined in Rule 501 of Regulation D under the Securities Act.

Top-Up Option. (a) The Company Subject to the satisfaction of the Minimum Condition, the Target hereby grants to Parent and/or Merger Sub an irrevocable option (the “Top-Up Option”), subject to exercisable only on the terms and conditions hereofset forth in this Section 2.04, to purchase at a price per share equal to $1.18 up to that number of newly issued shares of Company Target Common Stock (the “Top-Up Shares”) equal to the lowest number of shares of Company Target Common Stock that, when added to the number of shares of Company Target Common Stock owned by Parent and its Subsidiaries, including Merger Sub Sub, at the time of such exerciseexercise of the Top-Up Option, shall constitute constitutes one share more than 90% of Company the shares of Target Common Stock more than ninety percent (90%) of the number of shares of Company Common Stock entitled to vote on the Merger outstanding immediately after the issuance of the Top-Up Shares, calculated Shares on a fully-fully diluted basis, or, at Parent’s election, on a primary basis, at an basis (which assumes conversion or exercise price per Top-Up Share equal to of all derivative securities regardless of the Offer Price (with, for this purpose onlyconversion or exercise price, the value of the fraction of the share of Parent Common Stock included in the Offer Price fixed at $10.25vesting schedule or other terms and conditions thereof); provided, however, that (i) the Top-Up Option may will not be exercised only if (i) exercisable for a number of shares of Target Common Stock in excess of the issuance shares of Target Common Stock authorized and unissued or held in the treasury of the Target at the time of exercise of the Top-Up Shares shall not require approval Option (giving effect to the shares of the Company’s stockholders under applicable Law (including the rules of the NYSETarget Common Stock issuable pursuant to all then-outstanding stock options, restricted stock units and any other rights to acquire Target Common Stock as if such shares were outstanding), (ii) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall has not be been prohibited by any Law or Order Order, and (iii) the Top-Up Option is exercisable for not more than the number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized but unissued (and not reserved for issuance) at the time of exercise issuance of the Top-Up OptionShares does not require approval of the Target’s stockholders under applicable Law (including the rules and regulations of any applicable United States securities exchange on which the Target Common Stock is traded). The Top-Up Option will be exercisable only once, in whole but not in part, until the later of thirty (30) days following the Offer Closing or fifteen (15) days following the conclusion of the “subsequent offering periods” under Section 2.01(f) (the “Top-Up Option Exercise Period”). (b) The Top-Up Option shall only be exercisable once in whole and not in part at any time within ten (10) Business Days following the payment by Merger Sub for shares of Company Common Stock pursuant to the Offer representing at least such number of shares of Company Common Stock as shall satisfy the Minimum Condition, or if any subsequent offering period is provided, during the ten (10) Business Day period following the expiration date of the subsequent offering period; provided, however, that the Top-Up Option shall terminate upon the earlier of (i) the termination of this Agreement in accordance with the terms hereof and (ii) the Effective Time. (c) In the event Parent or Merger Sub wishes to exercise the Top-Up Option, Parent or Merger Sub shall so notify will give the Company in writing Target at least three (3) Business Days in advance of such exercise and shall set forth in such notice prior written notice, specifying (i) whether Parent is electing to have the number of Top-Up Shares determined on a fully-diluted or primary basis, (ii) the number of shares of Company the Target Common Stock owned by Parent and its Subsidiaries, including Merger Sub immediately preceding Sub, at the purchase time of such notice (giving effect to the Top-Up Shares Offer Closing) and (iiiii) the a place and a time for the closing of the purchase of the Top-Up Shares (the “Top-Up Closing”)such purchase. The Company shallTarget will, as soon as practicable following receipt of such notice, notify Parent and deliver written notice to Merger Sub in writing of the number of shares of Company Common Stock then outstanding andspecifying, based on the information specified provided by Merger Sub in the notice of Parent or Merger Subits notice, the number of Top-Up SharesShares to be purchased by Merger Sub. At the closing of the purchase of Top-Up ClosingShares, (i) Parent or the aggregate purchase price owed by Merger Sub shall pay to the Company the aggregate price required to be paid Target for the Top-Up SharesShares will be paid to the Target at Parent’s election, at the election either (i) entirely in cash, by wire transfer of Parent and Merger Sub, same-day funds or (ii) partially in cash or by delivery wire transfer of a promissory note which shall have same-day funds of an amount equal to not less than the following terms: it shall be due on the first anniversary aggregate par value of the Top-Up Closing; it shall Shares and partially by issuing to the Target a promissory note having a principal amount equal to the aggregate purchase price needed to exercise the Top-Up Option less the amount paid in cash, such promissory note to (A) be due and payable on or within six (6) months after the Effective Time, (B) bear simple interest at a rate of five percent (5%) per annum; it shall have , (C) be full recourse to Parent; Merger Sub, and it shall have (D) contain no other material terms and (ii) the Company shall terms. The Target will cause to be issued to Merger Sub a certificate representing the Top-Up Shares or, if the Target does not then have certificated Shares, the applicable number of Book-Entry Shares. Such certificates or Book-Entry Shares may include any legends that are required by federal or state securities Laws. (dc) Parent and Merger Sub acknowledge that no Top-Up Shares issued upon exercise of the Top-Up Shares Option will not be registered under the Securities Act Act, and that all such shares will be issued in reliance upon an applicable exemption thereunder for transactions not involving a public offeringfrom registration under the Securities Act. Each of Parent and Merger Sub hereby represents and warrants to the Company Target that each of Parent and (i) Merger Sub is, and will be be, upon the purchase of the Top-Up Shares, an “accredited investor,” as such term is defined in Rule 501 of Regulation D under the Securities Act. Parent and Merger Sub agree that the Top-Up Option and , (ii) the Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Parent or Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution “distribution” thereof (within the meaning of the Securities Act), (iii) Merger Sub has such knowledge, skill and experience in business, financial and investment matters that Merger Sub is capable of evaluating the merits and risks of an investment in the Top-Up Shares, (iv) with the assistance of Merger Sub’s own professional advisors, to the extent that Merger Sub has deemed appropriate, Merger Sub has made its own legal, tax, accounting and financial evaluation of the merits and risks of an investment in the Top-Up Shares and the consequences of the Top-Up Option, and (v) Merger Sub has considered the suitability of the Top-Up Shares as an investment in light of its own circumstances and financial condition, and Merger Sub is able to bear the risks associated with an investment in the Top-Up Shares. (d) Any dilutive impact on the value of the shares of Target Common Stock as a result of the issuance of the Top-Up Shares will not be taken into account in any determination of the fair value of any Dissenting Shares pursuant to Section 262 of the DGCL as contemplated by Section 4.03.