Common use of Option Shares Clause in Contracts

Option Shares. In addition, on the basis of the representations and warranties contained herein and subject to the terms and conditions set forth herein, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 600,000 Common Shares, at the price per share set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto. The option granted hereby may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants to the several Underwriters an option to purchase all or any portion of the Underwriters, severally and not jointly, to Option Shares at the same purchase up to an additional 600,000 Common price as the Firm Shares, at the price per share set forth for use solely in Section 2(a) above, less the per share amount of covering any dividend or other distribution declared over-allotments made by the Company, Underwriters in the record date sale and distribution of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect theretoFirm Shares. The option granted hereby hereunder may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given in whole or in part at any time (but not more than once) within a period of 30 calendar days after the effective date of this Agreement, Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwritersdelivered, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall the Date of Delivery take place prior to the Closing Timehave been exercised. If the option is exercised as to all or any portion of the Option Sharesexercised, each of Underwriter shall be obligated to purchase from the Underwriters, acting severally and not jointly, will purchase that proportion Company the same percentage of the total number of Option Shares then being to be purchased which by the several Underwriters as the number of Firm Shares set forth in Schedule A opposite the name of to be purchased by such Underwriter bears to is of the total number of Firm SharesShares to be purchased by the several Underwriters, subject as adjusted by the Representatives in each case to such adjustments manner as the Representatives in their discretion shall make deem advisable to eliminate any sales or purchases of a avoid fractional number of shares. No Option Shares plus any additional number of Option shall be sold and delivered unless the Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofpreviously have been, or simultaneously are, sold and delivered.

Option Shares. In addition, on upon the basis of the warranties and representations and warranties contained herein and subject to the other terms and conditions herein set forth hereinforth, the Company hereby grants an option to the Underwriterseach Underwriter, severally and not jointly, to purchase up to an additional 600,000 Common Shares, from the Company all or any part of the Option Shares at the purchase price per share set forth in Section 2(aparagraph (a) aboveabove plus, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect theretoto each Underwriter purchasing Option Shares, any additional number of Option Shares which each Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted hereby may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given within a period of 30 calendar will expire thirty (30) days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of this Agreementcovering over-allotments, which may be made in connection with the offering and distribution of the Initial Shares, upon written notice by the Representatives to the Company setting forth the aggregate number of Option Shares as to be purchased which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “a "Date of Delivery”") shall be determined by the UnderwritersRepresentatives, but shall not be later than seven (7) three full business days and no earlier (or earlier, without the consent of the Company, than three (3) two full business days days) after the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but nor in no any event shall the Date of Delivery take place prior to the Closing TimeTime (as defined in Section 2(a) below). If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Firm Initial Shares, subject in each case to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of [________] Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto4 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by the Representatives in each case such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 8 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in same-day funds or by wire transfer, payable to the order of the Company. Such delivery and payment shall take place at the offices of Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, High Street Tower, 000 Xxxx Xxxxxx, Xxxxxx, XX 00000 or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such adjustments date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives in their discretion of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks or wire transfer or wire transfers shall not have been received by you prior to eliminate any sales or purchases the date of a fractional number of payment and delivery for the Option Shares plus any additional number of Option Shares which to be purchased by such Underwriter may become obligated to purchase pursuant to the provisions or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of Section 10 hereofany of its or their obligations hereunder.

Option Shares. In addition, on upon the basis of the warranties and representations and warranties contained herein and subject to the other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth hereinin Section 1(a) above, the Company each Selling Stockholder acting severally and not jointly hereby grants an option to the Underwriters, acting severally and not jointly, to purchase up to an additional 600,000 Common Sharesfrom each Selling Stockholder in Schedule I hereto, at all or any part of the price per share number of Option Shares set forth in Schedule I opposite each such Selling Stockholder's name, plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto8 hereof. The option hereby granted hereby may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given within a period of will expire 30 calendar days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of this Agreement, covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative to the Company and the Attorneys setting forth the aggregate number of Option Shares as to be purchased which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”an "Option Closing Time") shall be determined by the UnderwritersRepresentative, but shall not be later than seven five (75) full business days and no earlier (or earlier, without the consent of the Company, than three two (32) full business days days) after the exercise of said such option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but nor in no any event shall the Date of Delivery take place prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each Selling Stockholder will sell its pro rata portion of the total number of Option Shares then being purchased in the same proportion as set forth in Schedule I opposite the name of such Selling Stockholder, and each of the Underwriters, acting severally and not jointly, will purchase that proportion its pro rata portion of the total number of Option Shares then being purchased which in the number of Firm Shares same proportion as set forth in Schedule A II opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter, subject in each case to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Option Shares. In addition, on the basis of the representations and warranties herein contained herein and subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the Underwriters, severally and not jointly, several Underwriters to purchase up to an additional 600,000 Common Shares, the Option Shares at the price per share as set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect theretohereof. The option granted hereby may be exercised only in whole or in part by giving written notice from (i) at any time before the Representatives, on behalf of the Underwriters, to the Company, given Closing Time and (ii) only once thereafter within a period of 30 calendar days after the date of this Agreement, by you, as Representatives of the several Underwriters, to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the time and date at which such certificates are to be delivered. The time and date at which certificates for Option Shares are to be delivered shall be determined by the Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, nor in any event prior to the Closing Time (such time and date being herein referred to as the “Option Closing Date”). If the date of exercise of the option is three or more days before the Closing Time, the notice of exercise shall set the Closing Time as the Option Closing Date. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) by each Underwriter shall be determined by in the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior same proportion to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which as the number of Firm Shares set forth in Schedule A opposite the name of being purchased by such Underwriter Underwriters bears to the total number of Firm Shares, subject adjusted by you in each case such manner as to avoid fractional shares. You, as Representatives of the several Underwriters, may cancel such adjustments as option at any time prior to its expiration by giving written notice of such cancellation to the Representatives in their discretion shall make to eliminate any sales or purchases of a fractional number of Company. To the extent, if any, that the option is exercised, payment for the Option Shares plus any additional number shall be made on the Option Closing Date in federal (same day funds) through the facilities of Option Shares which such Underwriter may become obligated to purchase pursuant The Depository Trust Company in New York, New York drawn to the provisions order of Section 10 hereofthe Company.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of ________ Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by the Representatives in each case such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against receipt of a wire transfer reference number issued by the Federal Reserve System evidencing payment of the purchase price therefor by the several Underwriters by wire transfer of immediately available funds to an account specified in writing by the Company. Such delivery and payment shall take place at the offices of Xxxxxx Xxxxxx White & XxXxxxxxx, 000 Xxxxxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx, 00000 or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such adjustments date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives in their discretion of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to eliminate any sales or purchases the date of a fractional number of payment and delivery for the Option Shares plus any additional number of Option Shares which to be purchased by such Underwriter may become obligated to purchase pursuant to the provisions or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of Section 10 hereofany of its or their obligations hereunder.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of 240,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar forty-five (45) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representatives in such manner as is necessary to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the time and Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery to the Company). Such delivery and payment shall take place at the offices of Freshman, Marantz, Orlanski, Coopxx & Xleix, 0000 Xxxxxxxx Xxxxxxxxx, Xxxxxx Xxxor, East Tower, Beverly Hills, California, or at such other place as may be agreed upon among the Representatives and delivery for the Company (i) on the Closing Date, if written notice of the exercise of such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined option is received by the UnderwritersCompany at least three (3) full business days prior to the Closing Date, but or (ii) on a date which shall not be later than seven the fifth (75th) full business days and no earlier day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than three (3) full business days after the exercise of said option, unless the Date of Delivery is at prior to the Closing TimeDate. The Date certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for checking at least two (2) full business days prior to the date of Delivery payment and delivery and will be in such names and denominations as you may also request, such request to be earlier than made at least three (3) full business days if mutually agreed upon prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters and the Company but in no event whose check or checks shall the Date of Delivery take place not have been received by you prior to the Closing Time. If the option is exercised as to all or any portion date of payment and delivery for the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being to be purchased which the number of Firm Shares set forth in Schedule A opposite the name of by such Underwriter bears to the total number of Firm Shares, subject in each case to or Underwriters. Any such adjustments as the Representatives in their discretion payment by you shall make to eliminate not relieve any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions or Underwriters of Section 10 hereofany of its or their obligations hereunder.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of 300,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by the Representatives in each case such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Wilson, Sonsini, Goodxxxx & Xosaxx, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, XX 00000-0000, xx at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such adjustments date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives in their discretion of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to eliminate any sales or purchases the date of a fractional number of payment and delivery for the Option Shares plus any additional number of Option Shares which to be purchased by such Underwriter may become obligated to purchase pursuant to the provisions or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of Section 10 hereofany of its or their obligations hereunder.

Option Shares. In addition, on the basis of the representations and warranties contained herein and subject to the terms and conditions set forth herein, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 600,000 1,800,000 Common SharesShares in the aggregate, at the price per share set forth in Section 2(aParagraph (a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto. The option hereby granted hereby may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given within a period of will expire 30 calendar days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of this Agreement, covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon notice by the Underwriters to the Company setting forth the aggregate number of Option Shares as to be purchased which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the a “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if or such other date mutually agreed upon by the Underwriters and the Company but Company, nor in no any event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares, subject in each case to such adjustments as the Representatives Fxxxxx Xxxxx in their its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 11 hereof.

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants to the several Underwriters an option to purchase all or any portion of the Underwriters, severally and not jointly, to Option Shares at the same purchase up to an additional 600,000 Common price as the Firm Shares, at the price per share set forth for use solely in Section 2(a) above, less the per share amount of covering any dividend or other distribution declared over-allotments made by the Company, Underwriters in the record date sale and distribution of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect theretoFirm Shares. The option granted hereby hereunder may be exercised only in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (which notice must be confirmed in writing and may be made by written notice from the Representatives, on behalf of the Underwriters, electronic mail to the Company, given within a period of 30 calendar days after ) by the date of this Agreement, Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwritersdelivered, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall earlier than the First Closing Date of Delivery take place prior to (as defined above) nor earlier than the Closing Time. If second business day or later than the tenth business day after the date on which the option is exercised as shall have been exercised. The number of Option Shares to all or any portion of be purchased by each Underwriter shall be the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Shares then being to be purchased which by the several Underwriters as the number of Firm Shares set forth in Schedule A opposite the name of to be purchased by such Underwriter bears to is of the total number of Firm SharesShares to be purchased by the several Underwriters, subject as adjusted by the Representatives in each case to such adjustments manner as the Representatives in their discretion shall make deem advisable to eliminate any sales or purchases of a avoid fractional number of shares. No Option Shares plus any additional number of Option shall be sold and delivered unless the Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofpreviously have been, or simultaneously are, sold and delivered.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of ________ Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by the Representatives in each case such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of Federal funds to the account specified by the Company. Such delivery and payment shall take place at the offices of Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A., 1221 Brickell Xxxxxx, Xiami, Floxxxx 00100 xx ax xxxh oxxxx xxace as mxx xx xxxxxx xxxx xxxxx xxx Xxxxxxxxxxxxxxs and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such adjustments date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives in their discretion of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to eliminate any sales or purchases the date of a fractional number of payment and delivery for the Option Shares plus any additional number of Option Shares which to be purchased by such Underwriter may become obligated to purchase pursuant to the provisions or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of Section 10 hereofany of its or their obligations hereunder.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company and certain Selling Shareholders hereby grants an option grant to the several Underwriters, severally and not jointly, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of 525,000 Option Shares as set forth on Schedule B hereto at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by the Representatives in each case such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same-day funds, payable to the order of the Selling Shareholders. Such delivery and payment shall take place at the offices of Long Aldrxxxx & Xormxx XXX, 303 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 xx at such other place as may be agreed upon among the Representatives and the Selling Shareholders (i) on the Closing Date, if written notice of the exercise of such option is received by the Selling Shareholders at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Selling Shareholders receives written notice of the exercise of such option, if such notice is received by the Selling Shareholders less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such adjustments date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives in their discretion of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to eliminate any sales or purchases the date of a fractional number of payment and delivery for the Option Shares plus any additional number of Option Shares which to be purchased by such Underwriter may become obligated to purchase pursuant to the provisions or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of Section 10 hereofany of its or their obligations hereunder.

Option Shares. In addition, on upon the basis of the warranties and representations and warranties contained herein and subject to the other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth hereinin paragraph (a) above, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase up to an additional 600,000 Common from the Company all or any part of the Option Shares, at plus any additional number of Option Shares that such Underwriter may be obligated to purchase pursuant to the price per share set forth in provisions of Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto8 hereof. The option hereby granted hereby may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given within a period of will expire 30 calendar days after the date of this Agreement, hereof and may be exercised in whole or in part from time to time within such 30-day period upon written notice by the Representatives to the Company setting forth the aggregate number of Option Shares as to be purchased which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the a “Date of Delivery”) shall be determined by the UnderwritersRepresentatives, but shall not be later than seven (7) full business days and no earlier than three (3) five full business days after the exercise of said such option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but nor in no any event shall the Date of Delivery take place prior to the Closing TimeTime (as defined below). If The number of Option Shares to be purchased by each Underwriter shall be the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Shares then being purchased which as the number of Firm Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Firm Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Option Shares. In addition, on the basis of the representations and warranties contained herein and subject to the terms and conditions set forth herein, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 600,000 322,500 Common SharesShares in the aggregate, at the price per share set forth in Section 2(a3(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto. The option hereby granted hereby may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given within a period of will expire 30 calendar days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of this Agreement, covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares upon notice by the Representative to the Company setting forth the aggregate number of Option Shares as to be purchased which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the a “Date of Delivery”) shall be determined by the UnderwritersRepresentative, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but nor in no any event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares, subject in each case to such adjustments as the Representatives Representative in their its discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 11 hereof.

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants to the several Underwriters an option to purchase all or any portion of the Underwriters, severally and not jointly, to Option Shares at the same purchase up to an additional 600,000 Common price as the Firm Shares, at the price per share set forth for use solely in Section 2(a) above, less the per share amount of covering any dividend or other distribution declared over-allotments made by the Company, Underwriters in the record date sale and distribution of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect theretoFirm Shares. The option granted hereby hereunder may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given in whole or in part at any time (but not more than once) within a period of 30 calendar days after the effective date of this Agreement, Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwritersdelivered, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall earlier than the First Closing Date of Delivery take place prior to (as defined below) nor earlier than the second business day (unless such date is the same date as the First Closing Time. If Date) or later than the tenth business day after the date on which the option is exercised as shall have been exercised. The number of Option Shares to all or any portion of be purchased by each Underwriter shall be the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Shares then being to be purchased which by the several Underwriters as the number of Firm Shares set forth in Schedule A opposite the name of to be purchased by such Underwriter bears to is of the total number of Firm SharesShares to be purchased by the several Underwriters, subject as adjusted by the Representatives in each case to such adjustments manner as the Representatives in their discretion shall make deem advisable to eliminate any sales or purchases of a avoid fractional number of shares. No Option Shares plus any additional number of Option shall be sold and delivered unless the Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofpreviously have been, or simultaneously are, sold and delivered.

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth, each Selling Stockholder, with respect to the number of Option Shares set forth hereinopposite the name of such Selling Stockholder in Schedule I hereto, the Company hereby grants to the Underwriter an option to purchase all or any portion of the Underwriters, severally and not jointly, to purchase up to an additional 600,000 Common Shares, Option Shares at the same purchase price per share set forth in Section 2(a) above, less as the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect theretoFirm Shares. The option granted hereby hereunder may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given in whole or in part at any time (but not more than once) within a period of 30 calendar days after the effective date of this Agreement, Agreement upon notice (confirmed in writing) by the Underwriter to the Company (with a courtesy copy to its counsel at Xxxxxxx Xxxxxxx & Xxxxxxxx LLP) and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the Underwriter is exercising the option and the date and time, as determined by you, when the Option Shares are to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwritersdelivered, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall the Date of Delivery take place prior to the Closing Timehave been exercised. If the option is exercised as to all or any portion exercised, the obligation of the Underwriter shall be to purchase from the Selling Stockholders granting an option to purchase the Option Shares up to 675,000 Option Shares. Such purchase shall be on a pro rata basis, each with the number of Option Shares to be purchased from any Selling Stockholder (to be adjusted by the Underwriters, acting severally and not jointly, will purchase Underwriter to avoid fractional shares) to be in the same proportion that proportion the number of Option Shares granted by such Selling Stockholder bears to the total number of Option Shares then being purchased which granted by all such Selling Stockholders. No Option Shares shall be sold and delivered unless the number of Firm Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Firm Sharespreviously have been, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofsimultaneously are, sold and delivered.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of 450,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by the Representatives in each case such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company agrees to reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx LLP, 0000 Xxxxxxx xx Xxxxx Xxxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, or at such other place as may be agreed upon among the Representatives and, the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such adjustments date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives in their discretion of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to eliminate any sales or purchases the date of a fractional number of payment and delivery for the Option Shares plus any additional number of Option Shares which to be purchased by such Underwriter may become obligated to purchase pursuant to the provisions or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of Section 10 hereofany of its or their obligations hereunder.

Option Shares. In addition, on upon the basis of the warranties and representations and warranties contained herein and subject to the other terms and conditions herein set forth hereinforth, the Company hereby grants an option to the Underwriterseach Underwriter, severally and not jointly, to purchase up to an additional 600,000 Common Shares, from the Company all or any part of the Option Shares at the purchase price per share set forth in Section 2(aparagraph (a) aboveabove plus, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect theretoto each Underwriter purchasing Option Shares, any additional number of Option Shares which each Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted hereby may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given within a period of will expire 30 calendar days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of this Agreementcovering over-allotments, which may be made in connection with the offering and distribution of the Initial Shares, upon written notice by the Representatives to the Company setting forth the aggregate number of Option Shares as to be purchased which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “a "Date of Delivery”") shall be determined by the UnderwritersRepresentatives, but shall not be later than seven (7) three full business days and no earlier (or earlier, without the consent of the Company, than three (3) two full business days days) after the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but nor in no any event shall the Date of Delivery take place prior to the Closing TimeTime (as defined in Section 2(a) below). If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Initial Shares set forth in Schedule A SCHEDULE I opposite the name of such Underwriter bears to the total number of Firm Initial Shares, subject in each case to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company certain Selling Shareholders hereby grants an option grant to the several Underwriters, severally and not jointly, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of 660,000 Option Shares as set forth on Schedule B hereto at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by the Representatives in each case such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same-day funds, payable to the order of the Selling Shareholders. Such delivery and payment shall take place at the offices of Long Aldrxxxx & Xormxx XXX, 303 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 xx at such other place as may be agreed upon among the Representatives and the Selling Shareholders (i) on the Closing Date, if written notice of the exercise of such option is received by the Selling Shareholders at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Selling Shareholders receives written notice of the exercise of such option, if such notice is received by the Selling Shareholders less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such adjustments date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives in their discretion of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to eliminate any sales or purchases the date of a fractional number of payment and delivery for the Option Shares plus any additional number of Option Shares which to be purchased by such Underwriter may become obligated to purchase pursuant to the provisions or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of Section 10 hereofany of its or their obligations hereunder.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally solely for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of 450,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto4 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters no more than once in whole or in part during the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by the Representatives in each case such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same-day funds, payable to the order of the Company. In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of O'Melveny & Xxxxx LLP, 000 Xxxxxxx Xxxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, 00000 (or at such other place as may be agreed upon among the Representatives and the Company), (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such adjustments date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives in their discretion of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to eliminate any sales or purchases the date of a fractional number of payment and delivery for the Option Shares plus any additional number of Option Shares which to be purchased by such Underwriter may become obligated to purchase pursuant to the provisions or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of Section 10 hereofany of its or their obligations hereunder.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of 1,050,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by the Representatives in each case such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Shearman & Sterling, 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such adjustments date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives in their discretion of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to eliminate any sales or purchases the date of a fractional number of payment and delivery for the Option Shares plus any additional number of Option Shares which to be purchased by such Underwriter may become obligated to purchase pursuant to the provisions or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of Section 10 hereofany of its or their obligations hereunder.

Option Shares. In addition, on (a) On the basis of the representations and warranties contained herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a non-transferable option to purchase up to an additional 600,000 Common Shares, aggregate of 105,000 Option Shares at the purchase price per share for the Company Shares set forth in Section 2(a) above3 hereof. Such option may be exercised by Robexxxxx, less the per share amount Xxepxxxx & Xompany LLC on behalf of any dividend you on one occasion in whole or other distribution declared by the Company, the record date of which occurs in part during the period of thirty (30) days from and after the Closing Time through date on which the Date of Delivery (as defined below) with respect thereto. The option granted hereby may be exercised only Firm Shares are initially offered to the public, by giving written notice from the Representatives, on behalf of the Underwriters, to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate . The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by Robexxxxx, Xtepxxxx & Xompany LLC in each case such manner as to such adjustments as avoid fractional shares. Delivery of definitive certificates for the Representatives in their discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase be purchased by the several Underwriters pursuant to the provisions exercise of the option granted by this Section 10 hereof.7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of O'Melveny & Myerx, 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 xx at such other place as may be agreed upon among the Underwriters and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two full business days prior to the Closing Date or (ii) on a later date, not later than the third full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two full business days prior to the Closing Date. The certificates for the Option Shares so to be delivered will be made available to you at such office or other location including, without limitation, in New York City, as you may reasonably request for checking at least one full business

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of 817,500 Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject in each case to such adjustments as adjusted by the Representatives in their discretion shall make such manner as to eliminate any sales or purchases avoid fractional shares. Delivery of a fractional number of definitive certificates for the Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase be purchased by the several Underwriters pursuant to the provisions exercise of the option granted by this Section 10 hereof.7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Venture Law Group, 2800

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of 450,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representatives in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the time Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the 19 20 Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, XX 00000-0000 xx at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares. Any such time ) to the accuracy of and date compliance with the representations, warranties and agreements of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior herein, to the Closing Time. If the option is exercised as to all or any portion accuracy of the Option Shares, each statements of the Underwriters, acting severally Company and not jointly, will purchase that proportion officers of the total number of Option Shares then being purchased which the number of Firm Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 10 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained. 8.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an to the several Underwriters, solely for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase the Underwriters, severally and not jointly, to purchase up to an additional 600,000 Common Shares, Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less 3 hereof (the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto"Option"). The option granted hereby Option may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one or more occasions in whole or in part during the Company, given within a period of 30 calendar forty-five (45) days after the date of this Agreement, setting forth on which the aggregate Firm Shares are initially offered to the public by giving written notice (the "Option Notice") to the Company. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of shall be the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of the Option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by the Representatives in each case such manner as to avoid fractional shares, or as otherwise agreed among the several Underwriters. Arrangement for electronic transfer of or delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the Option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer in same day funds. In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Klehr, Harrison, Xxxxxx, Xxxxxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxxx, Pennsylvania, or at such other place as may be agreed upon between the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be earlier than the second (2nd) full business day following the date the Company receives written Notice of the Option and shall not be later than the third (3rd) full business day following the date the Company receives written Notice of the Option, if such notice is received by the Company after the date two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location, as you may reasonably request at least two (2) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such adjustments date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that each of you, individually, and not as the Representatives in their discretion of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to eliminate any sales or purchases the date of a fractional number of payment and delivery for the Option Shares plus any additional number of Option Shares which to be purchased by such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.or

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of ____________ Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by the Representatives in each case such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by federal or other funds immediately available in San Francisco. In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxxx & Hanger, L.L.P., 0000 Xxxxxxx Xxxxx, 000 Xxxxxx Xxxxxx, Xxxx Xxxxx, Xxxxx, or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such adjustments date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives in their discretion of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose funds shall not have been received by you prior to eliminate any sales or purchases the date of a fractional number of payment and delivery for the Option Shares plus any additional number of Option Shares which to be purchased by such Underwriter may become obligated to purchase pursuant to the provisions or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of Section 10 hereofany of its or their obligations hereunder.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Company Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of 360,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, several Underwriters on no more than three (3) occasions in whole or in part during the period of forty-five (45) days after the effective date of the Registration Statement by giving written notice (the "Option Notice") to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate . The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject in each case to such adjustments as adjusted by the Representatives in their discretion shall make such manner as to eliminate any sales or purchases avoid fractional shares. Delivery of a fractional number of definitive certificates for the Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase be purchased by the several Underwriters pursuant to the provisions exercise of the option granted by this Section 10 hereof.7 shall be made against payment of the purchase price therefor (reduced as set forth below) by the several Underwriters by wire transfer of funds to the Company with the delivery of such certificates to be at the offices of Coolxx Xxxward LLP 4365 Xxxxxxxxx Xxxxx, Xxxxx 0000, Xxx Xxxxx, Xxxxxxxxxx xx at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company after the date two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over- allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of 225,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by the Representatives in each case such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxxx & Bird, One Atlantic Center, 0000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx 00000-0000, or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such adjustments date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives in their discretion of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to eliminate any sales or purchases the date of a fractional number of payment and delivery for the Option Shares plus any additional number of Option Shares which to be purchased by such Underwriter may become obligated to purchase pursuant to the provisions or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of Section 10 hereofany of its or their obligations hereunder.

Option Shares. In addition, on upon the basis of the warranties and representations and warranties contained herein and subject to the other terms and conditions herein set forth, at the purchase price per share set forth hereinin paragraph (a), the Company hereby grants an option to purchase all or any part of the 10,050,000 Option Shares to the Underwriters, severally and not jointly, to purchase up to an additional 600,000 Common Shares, at the price per share set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto. The option hereby granted hereby may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given within a period of will expire 30 calendar days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of this Agreement, covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative to the Company setting forth the aggregate number of Option Shares as to be purchased which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “a "Date of Delivery”") shall be determined by the UnderwritersRepresentative, but shall not be later than seven (7) three full business days and no earlier (or earlier, without the consent of the Company, than three (3) two full business days days) after the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but nor in no any event shall the Date of Delivery take place prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Firm Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of a fractional number shares. The Underwriters may from time to time increase or decrease the public offering price of the Option Shares plus any additional number from the initial price of such Option Shares which in the offering to such Underwriter extent as the Underwriters may become obligated to purchase pursuant to the provisions of Section 10 hereofdetermine.

Option Shares. In addition, on upon the basis of the warranties and representations and warranties contained herein and subject to the other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth hereinin paragraph (a) above, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase up to an additional 600,000 Common Shares, at the price per share set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by from the Company, all or any part of the record date Option Shares, plus any additional number of Option Shares in the same proportion which occurs during such Underwriter may become obligated to purchase pursuant to the period from the Closing Time through the Date provisions of Delivery (as defined below) with respect theretoSection 9 hereof. The option hereby granted hereby may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given within a period of will expire 30 calendar days after the date of this Agreement, hereof and may be exercised in whole or in part from time to time within such 30-day period upon notice by the Representative to the Company setting forth the aggregate number of Option Shares as to be purchased which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the an “Date of DeliveryOption Closing Time”) shall be determined by the UnderwritersRepresentative, but shall not be later than seven (7) three full business days and no earlier (or earlier, without the consent of the Company, than three (3) two full business days days) after the exercise of said such option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but nor in no any event shall the Date of Delivery take place prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion its proportionate share of the total number of Option Shares then being purchased which based on its proportionate share of the number of Firm Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of ________ Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm Shares---------- Shares purchased by the several Underwriters (set forth in Schedule A ---------- hereto), subject adjusted by the Representatives in each case such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx, LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such adjustments date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives in their discretion of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to eliminate any sales or purchases the date of a fractional number of payment and delivery for the Option Shares plus any additional number of Option Shares which to be purchased by such Underwriter may become obligated to purchase pursuant to the provisions or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of Section 10 hereofany of its or their obligations hereunder.

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants to the several Underwriters an option to purchase all or any portion of the Underwriters, severally and not jointly, to purchase up to an additional 600,000 Common Shares, Option Shares at the same purchase price per share set forth in Section 2(a) above, less as the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect theretoFirm Shares. The option granted hereby hereunder may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given in whole or in part at any time (but not more than once) within a period of 30 calendar days after the effective date of this Agreement, Agreement upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be purchased registered and the time date and date of payment and delivery for such time, as determined by you, when the Option Shares. Any Shares are to be delivered, such time and date of delivery (being herein referred to as the “Second Closing” and “Second Closing Date”, respectively; provided, however, that the Second Closing Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full the First Closing Date nor earlier than the second business days day after the exercise of said option, unless date on which the Date of Delivery is at the Closing Timeoption shall have been exercised. The Date number of Delivery may also Option Shares to be earlier than three (3) full business days if mutually agreed upon purchased by each Underwriter shall be the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Shares then being to be purchased which by the several Underwriters as the number of Firm Shares set forth in Schedule A opposite the name of to be purchased by such Underwriter bears to is of the total number of Firm SharesShares to be purchased by the several Underwriters, subject as adjusted by the Representative in each case to such adjustments manner as the Representatives in their discretion shall make Representative deems advisable to eliminate any sales or purchases of a avoid fractional number of shares. No Option Shares plus any additional number of shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares which such Underwriter may become obligated will be delivered by the Company, as appropriate, to you for the accounts of the several Underwriters against payment of the purchase pursuant price therefor by wire transfer of same day funds payable to the provisions order of Section 10 hereofthe Company, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants to the several Underwriters an option to purchase all or any portion of the Underwriters, severally and not jointly, to Option Shares at the same purchase up to an additional 600,000 Common price as the Firm Shares, at the price per share set forth for use solely in Section 2(a) above, less the per share amount of covering any dividend or other distribution declared over-allotments made by the Company, Underwriters in the record date sale and distribution of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect theretoFirm Shares. The option granted hereby hereunder may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given in whole or in part at any time (but not more than once) within a period of 30 calendar days after the effective date of this Agreement, Agreement upon notice (confirmed in writing) by the Representatives to the Company (with a courtesy copy to its counsel at DLA Piper LLP (US)) setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwritersdelivered, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall earlier than the First Closing Date of Delivery take place prior to (as defined below) nor earlier than the Closing Time. If second business day or later than the tenth business day after the date on which the option is exercised as shall have been exercised. The number of Option Shares to all or any portion of be purchased by each Underwriter shall be the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Shares then being to be purchased which by the several Underwriters as the number of Firm Shares set forth in Schedule A opposite the name of to be purchased by such Underwriter bears to is of the total number of Firm SharesShares to be purchased by the several Underwriters, subject as adjusted by the Representatives in each case to such adjustments manner as the Representatives in their discretion shall make deem advisable to eliminate any sales or purchases of a avoid fractional number of shares. No Option Shares plus any additional number of Option shall be sold and delivered unless the Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofpreviously have been, or simultaneously are, sold and delivered.

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to and the UnderwritersOption Selling Stockholders, acting severally and not jointly, hereby grant to the several Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common 330,000 Company Option Shares and 270,000 Selling Stockholders Option Shares, respectively, at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar days after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company. The number of this AgreementOption Shares to be purchased by each Underwriter upon the exercise of such option shall be the same proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), setting adjusted by the Representatives in such manner as to avoid fractional shares. The number of Option Shares to be purchased from the Company and each Option Selling Stockholder by each Underwriter shall be the number of Option Shares determined by multiplying the maximum number of Option Shares to be sold by the Company or such Option Selling Stockholder set forth in Schedule B hereto by a fraction the numerator of which is the aggregate number of Option Shares to be purchased by such Underwriter as set forth in the immediately preceding sentence and the time denominator of which is the maximum number of Option Shares available to be purchased by the Underwriters hereunder, adjusted by the Representatives in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of immediately available funds to the Company with regard to the Company Option Shares and to the Attorneys for the respective accounts of the Selling Stockholders Option Shares being purchased from such Option Selling Stockholders. Such delivery and payment shall take place at the Chicago office of Winston & Straxx (xx at such other place as may be agreed upon among the Representatives, the Company and the Attorneys) (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date or (ii) on a later date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location, including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares. Any such time ) to the accuracy of and date compliance with the representations, warranties and agreements of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters Company and the Company but in no event shall the Date of Delivery take place prior Selling Stockholders herein, to the Closing Time. If the option is exercised as to all or any portion accuracy of the Option Shares, each statements of the UnderwritersCompany, acting severally the Selling Stockholders and not jointly, will purchase that proportion officers of the total number of Option Shares then being purchased which the number of Firm Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder, to the conditions set forth in Section 10 6 -40 - 41 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Stockholders or the satisfaction of any of the conditions herein contained.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of 195,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representative on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar forty-five (45) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representative in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the time and Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery to the Company). Such delivery and payment and delivery for shall take place at the offices of the Representative, or at such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall other place as may be determined agreed upon by the UnderwritersRepresentative and the Company (i) on the Closing Date, but if written notice of the exercise of such option is received by the Company at least three (3) full business days prior to the Closing Date, or (ii) on a date which shall not be later than seven the fifth (75th) full business days and no earlier day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than three (3) full business days after the exercise of said option, unless the Date of Delivery is at prior to the Closing TimeDate. The Date certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for inspection at least two (2) full business days prior to the date of Delivery payment and delivery and will be in such names and denominations as you may also request, such request to be earlier than made at least three (3) full business days if mutually agreed upon prior to such date of payment and delivery. If the Representative so elects, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters and the Company but in no event whose check or checks shall the Date of Delivery take place not have been received by you prior to the Closing Time. If the option is exercised as to all or any portion date of payment and delivery for the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being to be purchased which the number of Firm Shares set forth in Schedule A opposite the name of by such Underwriter bears to the total number of Firm Shares, subject in each case to or Underwriters. Any such adjustments as the Representatives in their discretion payment by you shall make to eliminate not relieve any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions or Underwriters of Section 10 hereofany of its or their obligations hereunder.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of 500,100 Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by the Representatives in each case such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP, 000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxx, Xxxxxxxxxx 00000, or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such adjustments date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives in their discretion of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose funds shall not have been received by you prior to eliminate any sales or purchases the date of a fractional number of payment and delivery for the Option Shares plus any additional number of Option Shares which to be purchased by such Underwriter may become obligated to purchase pursuant to the provisions or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of Section 10 hereofany of its or their obligations hereunder.

Option Shares. In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations representations, warranties and warranties contained agreements set forth herein and subject to the terms and conditions set forth herein, shall have the Company hereby grants an option to the Underwriterspurchase, severally and not jointly, to purchase up to an additional 600,000 Common Shares, from the Company the Option Shares at the a price per share set forth in Section 2(a) aboveparagraph 2 of Schedule 3 hereto, less the an amount per share amount of equal to any dividend dividends or other distribution distributions declared by the CompanyCompany and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the record number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as X.X. Xxxxxx Securities LLC in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or in part, on or before the thirtieth day following the date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto. The option granted hereby may be exercised only Prospectus, by written notice from the Representatives, on behalf of the Underwriters, Representatives to the Company, given within a period of 30 calendar days after the date of this Agreement, setting . Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be purchased delivered and paid for, which may be the same date and time and as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of payment and delivery for such Option Shares. Any notice (unless such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but are postponed in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to accordance with the provisions of Section 10 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of ________ Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by the Representatives in each case such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxxx Xxxxxxx Xxxxxxxx & Xxxxxx, Professional Corporation, 0000 Xxxxxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000 or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such adjustments date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives in their discretion of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to eliminate any sales or purchases the date of a fractional number of payment and delivery for the Option Shares plus any additional number of Option Shares which to be purchased by such Underwriter may become obligated to purchase pursuant to the provisions or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of Section 10 hereofany of its or their obligations hereunder.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth, certain of the Selling Stockholders hereby grant to the several Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase such number of ________ Option Shares as are set forth herein, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 600,000 Common Sharesopposite each such Selling Stockholder's name on Schedule B, at the ---------- purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the ---------- total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by the Representatives in each case such manner ---------- as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer in same-day funds, payable to the order of the Selling Stockholders selling Option Shares (and the Selling Stockholders selling Option Shares agree not to take any action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Selling Stockholders selling Option Shares shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, 000 Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000 or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such adjustments date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives in their discretion of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to eliminate any sales or purchases the date of a fractional number of payment and delivery for the Option Shares plus any additional number of Option Shares which to be purchased by such Underwriter may become obligated to purchase pursuant to the provisions or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of Section 10 hereofany of its or their obligations hereunder.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of 360,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by the Representatives in each case such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against receipt of a wire transfer reference number issued by the Federal Reserve System evidencing payment of the purchase price therefor by the several Underwriters by wire transfer of immediately available funds to an account specified in writing by the Company. Such delivery and payment shall take place at the offices of Coolxx Xxxward LLP, Five Palo Alto Square, 3000 Xx Xxxxxx Xxxx, Xxxx Xxxx, XX 00000-0000 xx at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such adjustments date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives in their discretion of the several Underwriters, may make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall make not have been received by you prior to eliminate any sales or purchases the date of a fractional number of payment and delivery for the Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.be

Option Shares. In addition, on On the basis of the representations and warranties contained herein and contained, but subject to the terms and conditions herein set forth hereinforth, solely for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants an option to the UnderwritersUnderwriters an option, severally and not jointly, to purchase up to an additional 600,000 Common Shares, all or any portion of the Option Shares at the price per share set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect theretoPer Share Purchase Price. The option Underwriters shall not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option. The Over-Allotment Option granted hereby hereunder may be exercised only by written notice in whole or in part from the Representatives, on behalf of the Underwriters, time to the Company, given time and at any time within a period of 30 calendar 45 days after the date of this Agreement, Closing upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to be purchased which the Underwriters are exercising the Over-Allotment Option and the time date and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be time, as determined by the UnderwritersRepresentative, when the Option Shares are to be delivered, but shall not be in no event earlier than the First Closing Date (as defined below) nor later than seven (7) full business days and no earlier than three (3) full business days the fifth Business Day after the exercise date of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also notice or such other time as shall be earlier than three (3) full business days if mutually agreed upon by the Underwriters Company and the Company but in no event shall the Date of Delivery take place prior to the Closing TimeRepresentative. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion The percentage of the total number of Option Shares then being to be purchased which by the Underwriters shall be the same percentage of the number of Firm Shares set forth in Schedule A opposite the name of to be purchased by such Underwriter bears to of the total number of Firm Shares, subject as adjusted by the Representative in each case to such adjustments manner as the Representatives in their discretion shall make Representative deems advisable to eliminate any sales or purchases of a avoid fractional number of shares. No Option Shares plus any additional number of Option shall be sold and delivered unless the Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofpreviously have been, or simultaneously are, sold and delivered.

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants to the several Underwriters an option to purchase all or any portion of the Underwriters, severally and not jointly, to Option Shares at the same purchase up to an additional 600,000 Common price as the Firm Shares, at the price per share set forth for use solely in Section 2(a) abovecovering any over-allotments, less the per share amount of any dividend or other distribution declared if any, made by the Company, Underwriters in the record date sale and distribution of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect theretoFirm Shares. The option granted hereby hereunder may be exercised only by written notice in whole or in part at any time and from the Representatives, on behalf of the Underwriters, time to the Company, given time within a period of 30 calendar days after the effective date of this Agreement, Agreement upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option and the date and time, as determined by you, when the Option Shares are to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwritersdelivered, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall earlier than the First Closing Date of Delivery take place prior to (as defined below) nor (unless otherwise agreed by you and the Closing Time. If Company) earlier than the second business day or later than the tenth business day after the date on which the option is exercised as shall have been exercised. The number of Option Shares to all or any portion of be purchased by each Underwriter shall be the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Shares then being to be purchased which by the several Underwriters as the number of Firm Shares set forth in Schedule A opposite the name of to be purchased by such Underwriter bears to is of the total number of Firm SharesShares to be purchased by the several Underwriters, subject as adjusted by the Representative in each case to such adjustments manner as the Representatives in their discretion shall make Representative deems advisable to eliminate any sales or purchases of a avoid fractional number of shares. No Option Shares plus any additional number of Option shall be sold and delivered unless the Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofpreviously have been, or simultaneously are, sold and delivered.

Option Shares. In additionIf any Option Shares are to be purchased, on the basis number of Option Shares to be purchased by each Underwriter shall be the representations and warranties contained herein and subject number of Option Shares which bears the same ratio to the terms and conditions aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth herein, opposite the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 600,000 Common Shares, at the price per share name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 2(a12 hereof) above, less bears to the per share amount aggregate number of any dividend or other distribution declared Underwritten Shares being purchased from the Selling Stockholders by the Companyseveral Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as the record Representatives in their sole discretion shall make. Any such election to purchase Option Shares shall be made in proportion to the maximum number of Option Shares to be sold by each Selling Stockholder as set forth in Schedule 2 hereto. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or from time to time in part, on or before the thirtieth (30th) day following the date of which occurs during the period Prospectus, by written notice from each of the Closing Time through Representatives to each of the Date of Delivery Attorneys-in-Fact (as defined below) with respect thereto). The option granted hereby may be exercised only by written Such notice from the Representatives, on behalf of the Underwriters, to the Company, given within a period of 30 calendar days after the date of this Agreement, setting shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be purchased delivered and paid for, which may be the same date and time and as the Closing Date (as hereinafter defined) but shall not be earlier than the Closing Date or later than the tenth (10th) full business day (as hereinafter defined) after the date of payment and delivery for such Option Shares. Any notice (unless such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but are postponed in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to accordance with the provisions of Section 10 12 hereof). Any such notice shall be given at least two (2) business days prior to the date and time of delivery specified therein.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of 300,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by the Representatives in each case such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Coolxx Xxxward LLP, Boulder, Colorado or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such adjustments date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives in their discretion of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to eliminate any sales or purchases the date of a fractional number of payment and delivery for the Option Shares plus any additional number of Option Shares which to be purchased by such Underwriter may become obligated to purchase pursuant to the provisions or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of Section 10 hereofany of its or their obligations hereunder.

Option Shares. In addition, on upon the basis of the warranties and representations and warranties contained herein and subject to the other terms and conditions herein set forth hereinforth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 600,000 Common Shares, from the Company all or any part of the Option Shares at the purchase price per share set forth in Section 2(aparagraph (a) aboveabove plus, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect theretoto each Underwriter purchasing Option Shares, any additional number of Option Shares which each Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted hereby may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given within a period of will expire 30 calendar days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of this Agreementcovering over-allotments, which may be made in connection with the offering and distribution of the Initial Shares, upon written notice by the Representatives to the Company setting forth the aggregate number of Option Shares as to be purchased which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “a "Date of Delivery”") shall be determined by the UnderwritersRepresentatives, but shall not be later than seven (7) three full business days and no earlier (or earlier, without the consent of the Company, than three (3) two full business days days) after the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but nor in no any event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Initial Shares set forth in Schedule A SCHEDULE I opposite the name of such Underwriter bears to the total number of Firm Initial Shares, subject in each case to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of 375,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by the Representatives in each case such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same-day funds paid to an account designated by the Company in writing. Such delivery and payment shall take place at the offices of Cooley Godward LLP, Five Palo Alto Square, 0000 Xx Xxxxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000-0000, or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such adjustments date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives in their discretion of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to eliminate any sales or purchases the date of a fractional number of payment and delivery for the Option Shares plus any additional number of Option Shares which to be purchased by such Underwriter may become obligated to purchase pursuant to the provisions or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of Section 10 hereofany of its or their obligations hereunder.

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants to the several Underwriters an option to purchase all or any portion of the Underwriters, severally and not jointly, to Option Shares at the same purchase up to an additional 600,000 Common price as the Firm Shares, at the price per share set forth for use solely in Section 2(a) above, less the per share amount of covering any dividend or other distribution declared over-allotments made by the Company, Underwriters in the record date sale and distribution of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect theretoFirm Shares. The option granted hereby hereunder may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given in whole or in part at any time (but not more than once) within a period of 30 calendar days after the effective date of this Agreement, Agreement upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be purchased registered and the time date and date of payment and delivery for such time, as determined by you, when the Option Shares. Any Shares are to be delivered, such time and date of delivery (being herein referred to as the “Second Closing Date”, respectively; provided, however, that the Second Closing Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full the First Closing Date nor earlier than the second business days day after the exercise of said optiondate on which the option shall have been exercised; provided, unless further, however, that if the Date of Delivery option is exercised at the Closing Time. The Date of Delivery may also be earlier than three (3) full least one business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place day prior to the First Closing TimeDate, or if the parties otherwise agree, then the Second Closing Date may be the same date and time as the First Closing Date. If the option is exercised as exercised, the obligation of each Underwriter shall be to all or any portion purchase from the Company of the number of Option Shares, each of Shares that represents the Underwriters, acting severally and not jointly, will purchase that proportion same percentage of the total number of Option Shares then being to be purchased which by the number several Underwriters as the percentage of the Firm Shares set forth purchased by such Underwriter, as adjusted by the Representative in Schedule A opposite such manner as the name Representative deems advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of such Underwriter bears the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the total number order of Firm Sharesthe Company at the offices of Xxxxx Xxxxxxx & Co., subject in each case to U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such adjustments other location as may be mutually acceptable at 9:00 a.m., Central time, on the Representatives in their discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofSecond Closing Date.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company Selling Shareholder hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of 375,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Selling Shareholder. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by the Representatives in each case such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against receipt of a wire transfer reference number issued by the Federal Reserve System evidencing payment of the purchase price therefor by the several Underwriters by wire transfer of immediately available funds to an account specified in writing by the Selling Shareholder. Such delivery and payment shall take place at the offices of Xxxx Xxxx Xxxx & Freidenrich LLP, 000 Xxxxxxxx Xxxxxx, Palo Alto, California or at such other place as may be agreed upon among the Representatives and the Selling Shareholder (i) on the Closing Date, if written notice of the exercise of such option is received by the Selling Shareholder at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Selling Shareholder receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such adjustments date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives in their discretion of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to eliminate any sales or purchases the date of a fractional number of payment and delivery for the Option Shares plus any additional number of Option Shares which to be purchased by such Underwriter may become obligated to purchase pursuant to the provisions or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of Section 10 hereofany of its or their obligations hereunder.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of 1,050,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared 3 hereof. Such option may be 32 32 exercised by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto. The option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by the Representatives in each case such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Shearman & Sterling, 599 Xxxxxxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 xx at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such adjustments date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives in their discretion of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to eliminate any sales or purchases the date of a fractional number of payment and delivery for the Option Shares plus any additional number of Option Shares which to 33 33 be purchased by such Underwriter may become obligated to purchase pursuant to the provisions or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of Section 10 hereofany of its or their obligations hereunder.

Option Shares. In addition, on (a) On the basis of the representations and warranties contained herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several U.S. Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a non- transferable option to purchase up to an additional 600,000 Common Shares, aggregate of 528,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several U.S. Underwriters on one occasion in whole or in part during the Company, given within a period of 30 calendar thirty (30) days from and after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company and the Custodian. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each U.S. Underwriter upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several U.S. Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such U.S. Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several U.S. Underwriters (set forth in Schedule A hereto), subject adjusted by the Representatives in each case such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several U.S. Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several U.S. Underwriters by wire transfer or certified or official bank check or checks drawn in same-day funds, as elected by the Company, payable to the order of the Company. Such delivery and payment shall take place at the offices of Pillsbury Madison & Sutro LLP, 000 Xxxxxxxxxx Xxxxxx, San Francisco, CA 94104 or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company and the Custodian not later than two full business days prior to the Closing Date or (ii) on a later date, not later than the third full business day following the date the Company and the Custodian receives written notice of the exercise of such option, if such notice is not received by the Company and the Custodian at least three full business days prior to the Closing Date. The certificates for the Option Shares so to be delivered will be made available to you at such office or other location including, without limitation, in New York City, as you may reasonably request for checking at least one full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two full days prior to such adjustments date of payment and delivery. If the Representatives so elect, delivery of the Shares may be made by credit through full fast transfer to the accounts at Depository Trust Company of the Representatives. It is understood that you, individually, and not as the Representatives of the U.S. Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any U.S. Underwriter or U.S. Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such U.S. Underwriter or U.S. Underwriters. Any such payment by you shall not relieve any U.S. Underwriter or U.S. Underwriters of any of its or their obligations hereunder. The several U.S. Underwriters intend to make an initial public offering (as such term is described in Section 11 hereof) of the Option Shares to be issued upon exercise of such option as set forth in the Prospectus, but after the initial public offering the several U.S. Underwriters may in their discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to vary the provisions of Section 10 hereofpublic offering price.

Option Shares. In addition, on the basis of the representations and warranties herein contained herein and subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 600,000 Common aggregate of 300,000 Option Shares, at the price per share set forth in Section 2(a) aboveSchedule A plus accrued dividends from the Closing Time, less the an amount per share amount of equal to any dividend dividends or other distribution distributions declared by the Company, Company and payable on the record date of which occurs during Initial Shares but not payable on the period from the Closing Time through the Date of Delivery (as defined below) with respect theretoOption Shares. The option hereby granted hereby may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given within a period of will expire 30 calendar days after the date of this Agreement, hereof and may be exercised in whole or in part from time to time upon notice by the Representative to the Company setting forth the aggregate number of Option Shares as to be purchased which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the a “Date of Delivery”) shall be determined by the UnderwritersRepresentative, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but nor in no any event shall the Date of Delivery take place prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Initial Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Firm Initial Shares, subject in each case to such adjustments as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Option Shares. In addition, on upon the basis of the warranties and representations and warranties contained herein and subject to the other terms and conditions herein set forth, at the purchase price per share set forth hereinin paragraph (a), the Company hereby grants an option to purchase all or any part of the 300,000 Option Shares to the Underwriters, severally and not jointly, to purchase up to an additional 600,000 Common Shares, at the price per share set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto. The option hereby granted hereby may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given within a period of will expire 30 calendar days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of this Agreement, covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the aggregate number of Option Shares as to be purchased which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “a "Date of Delivery”") shall be determined by the UnderwritersRepresentatives, but shall not be later than seven (7) three full business days and no earlier (or earlier, without the consent of the Company, than three (3) two full business days days) after the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but nor in no any event shall the Date of Delivery take place prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that proportion of the total number of Option Shares then being purchased which the number of Initial Shares set forth in Schedule I opposite the name of the Company bears to the total number of Initial Shares, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Initial Shares set forth in Schedule A II opposite the name of such Underwriter bears to the total number of Firm Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of a fractional number shares. The Underwriters may from time to time increase or decrease the public offering price of the Option Shares plus any additional number of Option Shares which after the initial public offering to such Underwriter extent as the Underwriters may become obligated to purchase pursuant to the provisions of Section 10 hereofdetermine.

Option Shares. In addition, on the basis of the representations representations, warranties and warranties agreements herein contained herein and subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an a one-time option to the Underwriters topurchase up to an additional 1,950,000 Option Shares at the price per Share set forth in Schedule A hereto. In the event and to the extent that the Underwriters shall exercise the election to purchase Option Shares as provided above, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase up to an additional 600,000 Common Sharesfrom the Company, at the price per share Share set forth in Section 2(a) the paragraph above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto. The option granted hereby may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate that number of Option Shares (to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined adjusted by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised you so as to all or any portion of eliminate fractional shares) that bears the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of to the total number of Option Shares then being purchased as to which such election shall have been exercised as the number of Firm Shares set forth in Schedule A opposite the name of such Underwriter bears to the total aggregate number of Firm Shares. The option hereby granted will expire 30 days after the date hereof and may be exercised solely for the purpose of covering over- allotments which may be made in connection with the offering and distribution of the Firm Shares upon written, subject in each case including by email, notice by the Representative to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of a fractional Company setting forth the number of Option Shares plus as to which the Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Such time and date of delivery (the "Date of Delivery") shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any additional number event prior to the Closing Time, as hereinafter defined, unless otherwise agreed upon by the Representative and the Company. If the option is exercised as to all or any portion of the Option Shares, the Underwriters will purchase the entire aggregate principal amount of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofthen being purchased.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of 375,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representative on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar forty-five (45) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representative in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the time and Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery to the Company). Such delivery and payment and delivery for shall take place at the offices of the Representative, or at such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall other place as may be determined agreed upon by the UnderwritersRepresentative and the Company (i) on the Closing Date, but if written notice of the exercise of such option is received by the Company at least three (3) full business days prior to the Closing Date, or (ii) on a date which shall not be later than seven the fifth (75th) full business days and no earlier day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than three (3) full business days after the exercise of said option, unless the Date of Delivery is at prior to the Closing TimeDate. The Date certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for inspection at least two (2) full business days prior to the date of Delivery payment and delivery and will be in such names and denominations as you may also request, such request to be earlier than made at least three (3) full business days if mutually agreed upon prior to such date of payment and delivery. If the Representative so elects, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters and the Company but in no event whose check or checks shall the Date of Delivery take place not have been received by you prior to the Closing Time. If the option is exercised as to all or any portion date of payment and delivery for the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being to be purchased which the number of Firm Shares set forth in Schedule A opposite the name of by such Underwriter bears to the total number of Firm Shares, subject in each case to or Underwriters. Any such adjustments as the Representatives in their discretion payment by you shall make to eliminate not relieve any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions or Underwriters of Section 10 hereofany of its or their obligations hereunder.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of 468,750 Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on only one (1) occasion in whole or in part during the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the proportion set forth on Schedule B, adjusted by the Representatives in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer in same-day funds, payable to the order of the Company. Such delivery and payment shall take place at the offices of Xxxxxx Godward LLP, Five Palo Alto Square, 0000 Xx Xxxxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000-0000 or at such other place as may be agreed upon among the Representatives and the time Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Option SharesUnderwriter or Underwriters. Any such time and date of delivery (the “Date of Delivery”) shall be determined payment by the Underwriters, but you shall not be later than seven (7) full business days and no earlier than three (3) full business days after the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or relieve any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number or Underwriters of Firm Shares, subject in each case to such adjustments as the Representatives in any of its or their discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofobligations hereunder.

Option Shares. In addition, on upon the basis of the warranties and representations and warranties contained herein and subject to the other terms and conditions herein set forth hereinforth, at the Purchase Price, less an amount per share equal to any dividend or distribution declared by the Company and payable on the Initial Shares but not payable on the Option Shares, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company up to an additional 600,000 [·] shares of Common Shares, at the price per share set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect theretoStock. The option hereby granted hereby may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given within a period of will expire 30 calendar days after the date hereof and may be exercised no more than twice, in whole or in part, during such 30-day period only for the purpose of this Agreement, covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the aggregate number of Option Shares as to be purchased which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the an “Date of DeliveryOption Closing Time”) shall be determined by the UnderwritersRepresentatives, but shall not be later than seven (7) three full business days (and no shall not, without the consent of the Company, be earlier than three (3) two full business days days) after the exercise of said such option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but nor in no any event shall the Date of Delivery take place prior to the Closing TimeTime (as defined below). If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Initial Shares set forth in Schedule A II opposite the name of such Underwriter bears to the total number of Firm Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Option Shares. In addition, on (a) On the basis of the representations and warranties contained herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the Underwritersseveral International Managers, severally for the purpose of covering over- allotments in connection with the distribution and not jointlysale of the Firm Shares only, a non-transferable option to purchase up to an additional 600,000 Common Shares, aggregate of 132,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Lead Managers on behalf of the Underwriters, to several International Managers on one occasion in whole or in part during the Company, given within a period of 30 calendar thirty (30) days from and after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company and the Custodian. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each International Manager upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several International Managers pursuant to the exercise of such option as the number of Firm Shares purchased by such International Manager (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several International Managers (set forth in Schedule A hereto), subject adjusted by the Lead Managers in each case such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several International Managers pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several International Managers by wire transfer or certified or official bank check or checks drawn in same-day funds, as elected by the Company, payable to the order of the Company. Such delivery and payment shall take place at the offices of Pillsbury Madison & Sutro LLP, 000 Xxxxxxxxxx Xxxxxx, San Francisco, CA 94104 or at such other place as may be agreed upon among the Lead Managers and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company and the Custodian not later than two full business days prior to the Closing Date or (ii) on a later date, not later than the third full business day following the date the Company and the Custodian receives written notice of the exercise of such option, if such notice is not received by the Company and the Custodian at least three full business days prior to the Closing Date. The certificates for the Option Shares so to be delivered will be made available to you at such office or other location including, without limitation, in New York City, as you may reasonably request for checking at least one full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two full days prior to such adjustments date of payment and delivery. If the Lead Managers so elect, delivery of the Shares may be made by credit through full fast transfer to the accounts at Depository Trust Company of the Lead Managers. It is understood that you, individually, and not as the Representatives Lead Managers of the International Managers, may (but shall not be obligated to) make payment of the purchase price on behalf of any International Manager or International Managers whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such International Manager or U.S. s. Any such payment by you shall not relieve any International Manager or International Managers of any of its or their obligations hereunder. The several International Managers intend to make an initial public offering (as such term is described in Section 11 hereof) of the Option Shares to be issued upon exercise of such option as set forth in the Prospectus, but after the initial public offering the several International Managers may in their discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to vary the provisions of Section 10 hereofpublic offering price.

Option Shares. In addition, on On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company Company, hereby grants to the several Underwriters, an option to purchase all or any portion of the Underwriters, severally and not jointly, to Option Shares at the same purchase up to an additional 600,000 Common price as the Firm Shares, at the price per share set forth for use solely in Section 2(a) above, less the per share amount of covering any dividend or other distribution declared over allotments made by the Company, Underwriters in the record date sale and distribution of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect theretoFirm Shares. The option granted hereby hereunder may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given in whole or in part at any time (but not more than once) within a period of 30 calendar days after the effective date of this Agreement, Agreement upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be purchased registered and the time date and date of payment and delivery for such time, as determined by the Representative, when the Option Shares. Any Shares are to be delivered, such time and date of delivery (being herein referred to as the “Second Closing” and “Second Closing Date”, respectively; provided, however, that the Second Closing Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full the First Closing Date nor earlier than the second business days day after the exercise of said option, date on which the option shall have been exercised. No Option Shares shall be sold and delivered unless the Date Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to the account of Delivery is the Representative for the respective accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, at the offices of CRT Capital Group LLC, 200 Xxxxxx Xxxxx, Xxxxxxxx, XX 00000, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofDate.

Option Shares. In addition, on upon the basis of the warranties and representations and warranties contained herein and subject to the other terms and conditions herein set forth hereinforth, the Company hereby grants an option to the Underwriterseach Underwriter, severally and not jointly, to purchase up to an additional 600,000 Common Shares, from the Company all or any part of the Option Shares at the purchase price per share set forth in Section 2(aparagraph (a) aboveabove plus, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect theretoto each Underwriter purchasing Option Shares, any additional number of Option Shares which each Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted hereby may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given within a period of will expire 30 calendar days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of this Agreementcovering over-allotments, which may be made in connection with the offering and distribution of the Initial Shares, upon written notice by the Representatives to the Company setting forth the aggregate number of Option Shares as to be purchased which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the UnderwritersRepresentatives, but shall not be later than seven (7) three full business days and no earlier (or earlier, without the consent of the Company, than three (3) two full business days days) after the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but nor in no any event shall the Date of Delivery take place prior to the Closing TimeTime (as defined in Section 2(a) below). If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Firm Initial Shares, subject in each case to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Option Shares. In addition, on upon the basis of the warranties and representations and warranties contained herein and subject to the other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth hereinin Section 1(a), the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase up to an additional 600,000 Common from the Company all or any part of the Option Shares, at plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the price per share set forth provisions of Section 8 hereof, subject in Section 2(a) aboveeach case, less to such adjustments among the per share amount Underwriters as the Representative, in its sole discretion, shall make to eliminate any sales or purchases of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect theretofractional shares. The option hereby granted hereby may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given within a period of will expire 30 calendar days after the date hereof and may be exercised in whole or in part from time to time (only for the purpose of this Agreement, covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares) upon notice by the Representative to the Company setting forth the aggregate number of Option Shares as to be purchased which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the UnderwritersRepresentative, but shall not be later than seven (7) three full business days and no earlier (or earlier, without the consent of the Company, than three (3) two full business days days) after the exercise of said such option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but nor in no any event shall the Date of Delivery take place prior to the Closing TimeTime (as hereinafter defined). If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Initial Shares set forth in Schedule A II opposite the name of such Underwriter bears to the total number of Firm Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives Representative, in their discretion its sole discretion, shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of 450,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased by each Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against receipt of a wire transfer reference number issued by the Federal Reserve System evidencing payment of the purchase price therefor by the several Underwriters by wire transfer of immediately available funds, to an account specified in writing by the Company with regard to the Shares being purchased from the Company. In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, xx at such other place as may be agreed upon among the Representatives and the time Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose wire transfer funds shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Option SharesUnderwriter or Underwriters. Any such time and date of delivery (the “Date of Delivery”) shall be determined payment by the Underwriters, but you shall not be later than seven (7) full business days and no earlier than three (3) full business days after the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or relieve any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number or Underwriters of Firm Shares, subject in each case to such adjustments as the Representatives in any of its or their discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofobligations hereunder.

Option Shares. In addition, on upon the basis of the warranties and representations and warranties contained herein and subject to the other terms and conditions herein set forth hereinforth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 600,000 Common Shares, from the Company all or any part of the Option Shares at the purchase price per share set forth in paragraph (a) above plus any additional number of Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto8 hereof. The option hereby granted hereby may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given within a period of will expire 30 calendar days after the date hereof and may be exercised in whole or in part from time to time, but in no event in more than two installments, only for the purpose of this Agreement, covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the aggregate number of Option Shares as to be purchased which the Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the a “Date of Delivery”) shall be determined by the UnderwritersRepresentatives, but shall not be later than seven (7) full business days and no earlier (nor earlier, without the consent of the Company, than three (3) two full business days days) after the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but nor in no any event shall the Date of Delivery take place prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased purchased, which the number of Firm Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Firm Initial Shares, subject in each case to such adjustments among Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of 450,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar forty-five (45) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representatives in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the time and Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery to the Company). Such delivery and payment shall take place at the offices of Freshman, Marantz, Orlanski, Xxxxxx & Xxxxx, 0000 Xxxxxxxx Xxxxxxxxx, Xxxxxx Floor, East Tower, Beverly Hills, California, or at such other place as may be agreed upon between the Representatives and delivery for the Company (i) on the Closing Date, if written notice of the exercise of such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined option is received by the UnderwritersCompany at least three (3) full business days prior to the Closing Date, but or (ii) on a date which shall not be later than seven the fifth (75th) full business days and no earlier day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than three (3) full business days after the exercise of said option, unless the Date of Delivery is at prior to the Closing TimeDate. The Date certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for checking at least two (2) full business days prior to the date of Delivery payment and delivery and will be in such names and denominations as you may also request, such request to be earlier than made at least three (3) full business days if mutually agreed upon prior to such date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters and the Company but in no event whose check or checks shall the Date of Delivery take place not have been received by you prior to the Closing Time. If the option is exercised as to all or any portion date of payment and delivery for the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being to be purchased which the number of Firm Shares set forth in Schedule A opposite the name of by such Underwriter bears to the total number of Firm Shares, subject in each case to or Underwriters. Any such adjustments as the Representatives in their discretion payment by you shall make to eliminate not relieve any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions or Underwriters of Section 10 hereofany of its or their obligations hereunder.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth, the Selling Shareholders set forth herein, the Company on Schedule C hereto hereby grants an option grant to the several Underwriters, severally and not jointly, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of 555,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto4 hereof. The option granted hereby may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) from each Selling Shareholder listed on Schedule C shall be determined by in the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after same proportion that the exercise number of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior shares listed across from each such Selling Shareholder's name bears to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Shares listed on Schedule C. Such option may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part during the period of thirty (30) days after the date on which the Firm Shares are initially offered to the public, by giving written notice to the Company and the Custodian. The number of Option Shares then being to be purchased which by each Underwriter from each of such Selling Shareholders set forth on Schedule C upon the exercise of such option shall be in the same proportion as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by the Representatives in each case such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 8 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Custodian (and the Custodian agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Custodian). In the event of any breach of the foregoing, the Selling Shareholders set forth on Schedule C, severally and not jointly, shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxx & Xxxxx, 0000 Xxxxxxx Xxxx Xxxx, 00xx Xxxxx, Xxx Xxxxxxx, Xxxxxxxxxx 00000, or at such other place as may be agreed upon among the Representatives, the Company and the Custodian (i) on the Closing Date, if written notice of the exercise of such option is received by the Company and the Custodian at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company and Custodian receive written notice of the exercise of such option, if such notice is received by the Company and Custodian less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you for examination at such office or such other location including, without limitation, in Chicago, as you may reasonably request at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such adjustments date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives in their discretion of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to eliminate any sales or purchases the date of a fractional number of payment and delivery for the Option Shares plus any additional number of Option Shares which to be purchased by such Underwriter may become obligated to purchase pursuant to the provisions or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of Section 10 hereofany of its or their obligations hereunder.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of 465,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by the Representatives in each case such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters drawn in same-day funds, payable to the order of the Company. In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Fenwick & West LLP, Two Palo Alto Square, Palo Alto, California 94306 or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such adjustments date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives in their discretion of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to eliminate any sales or purchases the date of a fractional number of payment and delivery for the Option Shares plus any additional number of Option Shares which to be purchased by such Underwriter may become obligated to purchase pursuant to the provisions or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of Section 10 hereofany of its or their obligations hereunder.

Option Shares. In addition, on upon the basis of the warranties and representations and warranties contained herein and subject to the other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth hereinin paragraph (a) above, the Company and Trishield Special Situations Master Fund Ltd. (“Trishield”), which is one of the Selling Stockholders, hereby grants an option to the Underwriters, acting severally and not jointly, to purchase up to an additional 600,000 Common Sharesfrom the Company and Trishield, at all or any part of the price per share Option Shares set forth in Schedule I opposite such party’s name, plus any additional number of Option Shares in the same proportion which such Underwriter may become obligated to purchase pursuant to the provisions of Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto10 hereof. The option hereby granted hereby may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given within a period of will expire 30 calendar days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of this Agreement, covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representative to the Company setting forth the aggregate number of Option Shares as to be purchased which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the an “Date of DeliveryOption Closing Time”) shall be determined by the UnderwritersRepresentative, but shall not be later than seven (7) three full business days and no earlier (or earlier, without the consent of the Company, than three (3) two full business days days) after the exercise of said such option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but nor in no any event shall the Date of Delivery take place prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell 95.39% of that number of Option Shares then being purchased and Trishield will sell 4.61% of that number of Option Shares then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion its proportionate share of the total number of Option Shares then being purchased which based on its proportionate share of the number of Firm Initial Shares set forth in Schedule A II opposite the name of such Underwriter bears to the total number of Firm Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Option Shares. In addition, on upon the basis of the representations and warranties contained herein and subject to the other terms and conditions herein set forth hereinforth, the Company hereby grants an option to the Underwriterseach Underwriter, severally and not jointly, to purchase up to an additional 600,000 Common Shares, from the Company all or any part of the Option Shares at the purchase price per share set forth in Section 2(aparagraph (a) aboveabove plus, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect theretoto each Underwriter purchasing Option Shares, any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted hereby may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given within a period of will expire 30 calendar days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of this Agreementcovering over-allotments, which may be made in connection with the offering and distribution of the Initial Shares, upon written notice by the Representatives to the Company setting forth the aggregate number of Option Shares as to be purchased which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the UnderwritersRepresentatives, but shall not be later than seven (7) three full business days and no earlier (or earlier, without the consent of the Company, than three (3) two full business days days) after the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but nor in no any event shall the Date of Delivery take place prior to the Closing TimeTime (as defined in Section 2(a) below). If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Firm Initial Shares, subject in each case to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of _________ Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by the Representatives in each case such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters drawn in same-day funds, payable to the order of the Company. In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Fenwick & West LLP, Two Palo Alto Square, Palo Alto, California 94306 or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such adjustments date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives in their discretion of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to eliminate any sales or purchases the date of a fractional number of payment and delivery for the Option Shares plus any additional number of Option Shares which to be purchased by such Underwriter may become obligated to purchase pursuant to the provisions or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of Section 10 hereofany of its or their obligations hereunder.

Option Shares. In addition, on the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase up to an additional 600,000 Common from the Company all or any part of the Option Shares, at for the price per share set forth purpose of covering any over-allotments in Section 2(a) above, less connection with the per share amount distribution and sale of any dividend or other distribution declared the Firm Shares as contemplated by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect theretoProspectus. The Underwriters may exercise the option granted hereby may be exercised only to purchase the Option Shares at any time in whole, or from time to time in part, by written notice from the Representatives, on behalf of the Underwriters, Representatives to the Company, given within a period of 30 calendar days after the date of this Agreement, setting . Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be purchased delivered and the time and date of payment and delivery paid for such Option Shares. Any such time and date of delivery (the “Option Closing Date”), which may be the same date and time as the Closing Date of Delivery”) shall be determined by the Underwriters(as defined below), but shall not be earlier than the Closing Date, and shall in no event be earlier than two (2) business days nor later than seven five (75) full business days and no earlier than three (3) full business days after the exercise of said option, unless the written notice is given. The Option Closing Date of Delivery is at and the Closing TimeDate are herein called the “Closing Dates.” The price to be paid per Option Share shall be the Purchase Price. The Date Company agrees to sell to the Underwriters the number of Delivery may also be earlier than three (3) full business days if mutually agreed upon Option Shares specified in the written notice delivered by the Underwriters Representatives to the Company and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option SharesUnderwriters agree, each of the Underwriters, acting severally and not jointly, will to purchase that proportion of the total number of such Option Shares. Such Option Shares then being shall be purchased which from the Company for the account of each Underwriter in the same proportion as the number of Firm Shares set forth in opposite such Underwriter’s name on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares, Shares (subject in each case to such adjustments as adjustment by the Representatives in their discretion shall make to eliminate any sales or purchases of a fractional number of fractions). The right to purchase the Option Shares plus or any additional number of Option Shares which such Underwriter portion thereof may become obligated to purchase pursuant be surrendered and terminated at any time upon notice by the Representatives to the provisions of Section 10 hereofCompany.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of 675,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be 27 purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by the Representatives in each case such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of immediately available funds to the Company. Such delivery and payment shall take place at the offices of Dewex Xxxxxxxxxx XXX, 1301 Avenue of the Americas, New York, New York or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such adjustments date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full FAST transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives in their discretion of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to eliminate any sales or purchases the date of a fractional number of payment and delivery for the Option Shares plus any additional number of Option Shares which to be purchased by such Underwriter may become obligated to purchase pursuant to the provisions or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of Section 10 hereofany of its or their obligations hereunder.

Option Shares. In addition, on upon the basis of the warranties and representations and warranties contained herein and subject to the other terms and conditions herein set forth hereinforth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase from the Company that number of Option Shares up to an additional 600,000 the maximum number of Option Shares of Common Shares, Stock at the purchase price 2 per share set forth in paragraph (a) above plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto8 hereof. The option hereby granted hereby may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given within a period of will expire 30 calendar days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of this Agreement, covering over- allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the aggregate number of Option Shares as to be purchased which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “a "Date of Delivery”") shall be determined by the UnderwritersRepresentatives, but shall not be later than seven (7) full business days and no nor earlier than three (3) two full business days after the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but nor in no any event shall the Date of Delivery take place prior to the Closing Time, as hereinafter defined, unless otherwise agreed by the Representatives and the Company. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Firm Initial Shares, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares. 2.

Option Shares. In addition, on the basis of the representations representations, warranties and warranties agreements herein contained herein and subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the Underwriters to purchase up to an additional 7,272,727 Option Shares at the price per Share set forth in Schedule A hereto. In the event and to the extent that the Underwriters shall exercise the election to purchase all or a portion of Option Shares as provided above, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase up from that portion of the number of Option Shares as to an additional 600,000 Common Shareswhich such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction, the numerator of which is the maximum number of Initial Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the aggregate number of Initial Shares that all of the Underwriters are entitled to purchase hereunder at the price per share Share set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect theretoSchedule A hereto. The option hereby granted hereby may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given within a period of will expire 30 calendar days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of this Agreementcovering over-allotments which may be made in connection with the offering and distribution of the Initial Shares as may be modified by subsequent purchases and sales by the Underwriters, upon written (including by email) notice by the Representatives to the Company setting forth the aggregate number of Option Shares as to be purchased which the Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (delivery, if subsequent to the Closing Time, is called a “Date of Delivery”) ” and shall be determined by the UnderwritersRepresentatives, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but nor in no any event shall the Date of Delivery take place prior to the Closing Time, as hereinafter defined, unless otherwise agreed upon by the Representatives and the Company. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, Underwriters will purchase that proportion of the total number entire aggregate principal amount of Option Shares then being purchased which the number of Firm Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofpurchased.

Option Shares. In addition, on upon the basis of the warranties and representations and warranties contained herein and subject to the other terms and conditions herein set forth, at the purchase price per share of Common Stock set forth hereinin paragraph (a) above, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase up to an additional 600,000 Common all or any part of the Option Shares, at the price per share set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto. The option hereby granted hereby may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given within a period of will expire 30 calendar days after the date hereof and may be exercised in whole or in part from time to time within such 30-day period only for the purpose of this Agreement, covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company and the Attorneys setting forth the aggregate number of Option Shares as to be purchased which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”an "Option Closing Time") shall be determined by the UnderwritersRepresentatives, but shall not be later than seven (7) three full business days and no earlier (or earlier, without the consent of the Company, than three (3) two full business days days) after the exercise of said such option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but nor in no any event shall the Date of Delivery take place prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell that number of Option Shares then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Initial Shares set forth in Schedule A II opposite the name of such Underwriter bears to the total number of Firm Initial Shares, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 8 hereof, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of fractional shares.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of ________ Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by the Representatives in each case such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against receipt of a wire transfer reference number issued by the Federal Reserve System evidencing payment of the purchase price therefor by the several Underwriters by wire transfer of immediately available funds to an account specified in writing by the Company. Such delivery and payment shall take place at the offices of Pillsbury, Madison & Sutro LLP, 0000 Xxxxxxx Xxxxxx, Xxxx Xxxx, Xxxxxxxxxx 00000 or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such adjustments date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives in their discretion of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to eliminate any sales or purchases the date of a fractional number of payment and delivery for the Option Shares plus any additional number of Option Shares which to be purchased by such Underwriter may become obligated to purchase pursuant to the provisions or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of Section 10 hereofany of its or their obligations hereunder.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of 375,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representative on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by the Representative in each case such manner as to such adjustments as avoid fractional shares. Delivery of definitive certificates for the Representatives in their discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase be purchased by the several Underwriters pursuant to the provisions exercise of the option granted by this Section 10 hereof7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Testx, Xxrwxxx & Xhibxxxxx xx at such other place as may be agreed upon among the Representative and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Representative so elects, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representative. 27 - 27 - It is understood that you, individually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of 300,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by the Representatives in each case such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Greexxxxxxxx, Xxmkxx & Xale, X.C., 10 Sxxxx Xxxxxxxx, Xx. Xxxxx, Xxxxxxxx 00000 xx at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such adjustments date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives in their discretion of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to eliminate any sales or purchases the date of a fractional number of payment and delivery for the Option Shares plus any additional number of Option Shares which to be purchased by such Underwriter may become obligated to purchase pursuant to the provisions or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of Section 10 hereofany of its or their obligations hereunder.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an to the several Underwriters, solely for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase the Underwriters, severally and not jointly, to purchase up to an additional 600,000 Common Shares, Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less 3 hereof (the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto"Option"). The option granted hereby Option may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one or more occasions in whole or in part during the Company, given within a period of 30 calendar forty-five (45) days after the date of this Agreement, setting forth on which the aggregate Firm Shares are initially offered to the public by giving written notice (the "Option Notice") to the Company. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of shall be the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of the Option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by the Representatives in each case such manner as to avoid fractional shares, or as otherwise agreed among the several Underwriters. Arrangement for electronic transfer of or delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the Option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer in same day funds. In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Klehr, Harrison, Xxxxxx, Xxxxxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxxxx, Pennsylvania, or at such other place as may be agreed upon between the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be earlier than the second (2nd) full business day following the date the Company receives written Notice of the Option and shall not be later than the third (3rd) full business day following the date the Company receives written Notice of the Option, if such notice is received by the Company after the date two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location, as you may reasonably request at least two (2) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such adjustments date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that each of you, individually, and not as the Representatives in their discretion of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to eliminate any sales or purchases the date of a fractional number of payment and delivery for the Option Shares plus any additional number of Option Shares which to be purchased by such Underwriter may become obligated to purchase pursuant to the provisions or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of Section 10 hereofany of its or their obligations hereunder.

Option Shares. In addition, on upon the basis of the warranties and representations and warranties contained herein and subject to the other terms and conditions herein set forth, at the purchase price per share set forth hereinin Section 1(a) hereof, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase up to an additional 600,000 Common Shares, at the price per share set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by from the Company, all or any part of the record date Option Shares, plus any additional number of Option Shares which occurs during such Underwriter may become obligated to purchase pursuant to the period from the Closing Time through the Date provisions of Delivery (as defined below) with respect theretoSection 8 hereof. The option hereby granted hereby may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given within a period of will expire 30 calendar days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of this Agreement, covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the aggregate number of Option Shares as to be purchased which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the a “Date of Delivery”) shall be determined by the UnderwritersRepresentatives, but shall not be later than seven (7) three full business days and no earlier (or earlier, without the consent of the Company, than three (3) two full business days days) after the exercise of said such option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but nor in no any event shall the Date of Delivery take place prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or any portion of the Option Shares, the Company will sell the number of Option Shares specified in such notice, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Firm Initial Shares, subject in each case to such adjustments among the Underwriters as the Representatives in their sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Option Shares. In addition, the Company agrees to issue and sell the Option Shares to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations representations, warranties and warranties contained agreements set forth herein and subject to the terms and conditions set forth herein, shall have the Company hereby grants an option to the Underwriterspurchase, severally and not jointly, to purchase up to an additional 600,000 Common Shares, from the Company the Option Shares at the a price per share set forth in Section 2(a) aboveparagraph 2 of Schedule 3 hereto, less the an amount per share amount of equal to any dividend dividends or other distribution distributions declared by the CompanyCompany and payable on the Underwritten Shares but not payable on the Option Shares. If any Option Shares are to be purchased, the record number of Option Shares to be purchased by each Underwriter shall be the number of Option Shares which bears the same ratio to the aggregate number of Option Shares being purchased as the number of Underwritten Shares set forth opposite the name of such Underwriter in Schedule 1 hereto (or such number increased as set forth in Section 12 hereof) bears to the aggregate number of Underwritten Shares being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate any fractional Shares as X.X. Xxxxxx Securities Inc. in its sole discretion shall make. The Underwriters may exercise the option to purchase Option Shares at any time in whole, or in part, on or before the thirtieth day following the date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto. The option granted hereby may be exercised only Prospectus, by written notice from the Representatives, on behalf of the Underwriters, Representatives to the Company, given within a period of 30 calendar days after the date of this Agreement, setting . Such notice shall set forth the aggregate number of Option Shares as to which the option is being exercised and the date and time when the Option Shares are to be purchased delivered and paid for, which may be the same date and time and as the Closing Date but shall not be earlier than the Closing Date or later than the tenth full business day (as hereinafter defined) after the date of payment and delivery for such Option Shares. Any notice (unless such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but are postponed in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to accordance with the provisions of Section 10 12 hereof). Any such notice shall be given at least two business days prior to the date and time of delivery specified therein.

Option Shares. In addition, on the basis of the representations and warranties contained herein and subject to the terms and conditions set forth herein, the Company Fund hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 600,000 412,500 Common Shares, Shares in the aggregate at the price per share set forth in Section 2(a) aboveSchedule B, less the an amount per share amount of equal to any dividend dividends or other distribution distributions declared by the Company, Fund and payable on the record date of which occurs during Primary Shares but not payable on the period from the Closing Time through the Date of Delivery (as defined below) with respect theretoOption Shares. The option hereby granted hereby may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given within a period of 30 calendar will expire 45 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of this Agreement, covering over-allotments which may be made in connection with the offering and distribution of the Primary Shares upon notice by the Representatives to the Fund setting forth the aggregate number of Option Shares as to be purchased which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the a “Date of DeliveryDATE OF DELIVERY”) shall be determined by the UnderwritersRepresentatives, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after the exercise of said option, unless the Date of Delivery option (provided that such notice is at delivered after the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but ), nor in no any event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Primary Shares set forth in Schedule A opposite the name of such Underwriter bears to the total number of Firm Primary Shares, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof.

Option Shares. In addition, on the basis of the representations and warranties contained herein and subject to the terms and conditions set forth herein, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 600,000 1,650,000 shares of Common SharesStock, at the price per share set forth in Section 2(a) above), less the an amount per share amount of equal to any dividend dividends or other distribution distributions declared by the Company, Company and payable on the record date of which occurs during Initial Shares but not payable on the period from the Closing Time through the Date of Delivery (as defined below) with respect theretoOption Shares. The option hereby granted hereby may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given within a period of for 30 calendar days after the date of this Agreement, hereof and may be exercised in whole or in part at any time from time to time upon written notice by the Representative to the Company setting forth the aggregate number of Option Shares as to be purchased which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the a “Date of Delivery”) shall be determined by the UnderwritersRepresentative, but shall not be later than seven (7) full business days and no earlier than three (3) ten full business days after the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but nor in no any event shall the Date of Delivery take place prior to the Closing TimeTime (as defined below). In the event that the option hereby granted is not exercised prior to the Closing Date (as defined below), any such notice shall be given at least two business days prior to the date and time of delivery specified therein. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Initial Shares set forth in Schedule A 1 opposite the name of such Underwriter bears to the total number of Firm Initial Shares, subject subject, in each case case, to such adjustments as the Representatives Representative in their its sole discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional aggregate of 600,000 Common Shares, Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by the Representatives in each case such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of Federal funds to the account specified by the Company. Such delivery and payment shall take place at the offices of Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A., 1221 Brickell Xxxxxx, Xiami, Floxxxx 00100 xx ax xxxh oxxxx xxace as mxx xx xxxxxx xxxx xxxxx xxx Xxxxxxxxxxxxxxs and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such adjustments date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives in their discretion of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to eliminate any sales or purchases the date of a fractional number of payment and delivery for the Option Shares plus any additional number of Option Shares which to be purchased by such Underwriter may become obligated to purchase pursuant to the provisions or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of Section 10 hereofany of its or their obligations hereunder.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of 255,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by the Representatives in each case such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer or other delivery of immediately available funds to an account designated in writing by the Company. In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, High Street Tower, 000 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such adjustments date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives in their discretion of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to eliminate any sales or purchases the date of a fractional number of payment and delivery for the Option Shares plus any additional number of Option Shares which to be purchased by such Underwriter may become obligated to purchase pursuant to the provisions or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of Section 10 hereofany of its or their obligations hereunder.

Option Shares. In addition, on (a) On the basis of the representations representations, warranties and warranties contained agreements herein and contained, but subject to the terms and conditions herein set forth hereinforth, the Company hereby grants an option to the several Underwriters, severally for the purpose of covering over-allotments in connection with the distribution and not jointlysale of the Firm Shares only, a nontransferable option to purchase up to an additional 600,000 Common Shares, aggregate of ________ Option Shares at the purchase price per share for the Firm Shares set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto3 hereof. The Such option granted hereby may be exercised only by written notice from the Representatives, Representatives on behalf of the Underwriters, to several Underwriters on one (1) or more occasions in whole or in part during the Company, given within a period of 30 calendar thirty (30) days after the date of this Agreementon which the Firm Shares are initially offered to the public, setting forth by giving written notice to the aggregate Company. The number of Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after each Underwriter upon the exercise of said option, unless such option shall be the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that same proportion of the total number of Option Shares then being to be purchased which by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A opposite the name of such Underwriter hereto) bears to the total number of Firm SharesShares purchased by the several Underwriters (set forth in Schedule A hereto), subject adjusted by the Representatives in each case such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in same-day funds, payable to the order of the Company. Such delivery and payment shall take place at the offices of Fulbright & Jawoxxxx, XXP, 1301 XxXxxxxx, Xxxxx 0000, Houston, Texas 77010-3095 or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such adjustments date of payment and delivery. If the Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives in their discretion of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to eliminate any sales or purchases the date of a fractional number of payment and delivery for the Option Shares plus any additional number of Option Shares which to be purchased by such Underwriter may become obligated to purchase pursuant to the provisions or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of Section 10 hereofany of its or their obligations hereunder.

Option Shares. In addition, on upon the basis of the warranties and representations and warranties contained herein and subject to the other terms and conditions herein set forth hereinforth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase from the Company that number of Option Shares up to an additional 600,000 the maximum number of Option Shares of Common Shares, Stock at the purchase price per share set forth in paragraph (a) above plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto8 hereof. The option hereby granted hereby may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given within a period of will expire 30 calendar days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of this Agreement, covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the aggregate number of Option Shares as to be purchased which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “a "Date of Delivery”") shall be determined by the UnderwritersRepresentatives, but shall not be later than seven (7) full business days and no nor earlier than three (3) two full business days after the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but nor in no any event shall the Date of Delivery take place prior to the Closing Time, as hereinafter defined, unless otherwise agreed by the Representatives and the Company. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Firm Initial Shares, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.

Option Shares. In addition, on upon the basis of the warranties and representations and warranties contained herein and subject to the other terms and conditions herein set forth hereinforth, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase from the Company up to an additional 600,000 aggregate of 1,500,000 Option Shares of Common Shares, Stock at the purchase price per share set forth in paragraph (a) above plus any additional number of Option Shares that such Underwriter may become obligated to purchase pursuant to the provisions of Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto8 hereof. The option hereby granted hereby may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given within a period of will expire 30 calendar days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of this Agreement, covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice by the Representatives to the Company setting forth the aggregate number of Option Shares as to be purchased which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “a "Date of Delivery”") shall be determined by the UnderwritersRepresentatives, but shall not be later than seven (7) full business days and no nor earlier than three (3) two full business days after the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but nor in no any event shall the Date of Delivery take place prior to the Closing Time, as hereinafter defined, unless otherwise agreed by the Representatives and the Company. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Initial Shares set forth in Schedule A I opposite the name of such Underwriter bears to the total number of Firm Initial Shares, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereofshares.