Common use of Additional Shares Clause in Contracts

Additional Shares. On the basis of the representations and warranties contained herein and subject to the terms and conditions set forth herein, the Fund agrees to sell to each Underwriter, and each Underwriter agrees to purchase from the Fund, severally and not jointly, at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Fund and payable on each Firm Share but not on the Additional Shares, up to [●] Additional Shares. The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Fund not later than thirty (30) days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the Closing Time nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each Option Closing Date (as hereinafter defined), if any, that Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Additional Shares. On the basis of the representations and warranties contained herein in this Agreement, and subject to the its terms and conditions set forth hereinconditions, the Fund agrees Selling Stockholders agree to sell to each Underwriterthe Underwriters the Additional Shares, and each Underwriter agrees the Underwriters shall have a one-time right to purchase from the Fundpurchase, severally and not jointly, up to Additional Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Fund and payable on each Firm Share but not on the Additional SharesPrice. If you, up to [●] Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify [ • ], as the Attorney-in-Fact for the Selling Stockholders, in whole or from time to time in part by giving written notice to the Fund writing not later than thirty (30) days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the Closing Time Date nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each Option Closing Date (as hereinafter defined), if any, that If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Additional Shares. On the basis of the representations and warranties contained herein in this Agreement, and subject to the its terms and conditions set forth hereinconditions, the Fund Selling Stockholder agrees to sell to each Underwriterthe Underwriters the Additional Shares, and each Underwriter agrees the Underwriters shall have the right to purchase from the Fundpurchase, severally and not jointly, up to 4,043,478 Additional Shares at the Purchase Price less Price, provided, however, that the amount paid by the Underwriters for any Additional Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and payable on each the Firm Share Shares but not payable on the Additional Shares, up to [●] such Additional Shares. The Representative Xxxxxx Xxxxxxx may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Fund not later than thirty (30) 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the Closing Time nor closing date for the Firm Shares or later than ten business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 hereof solely for the purpose of covering over-allotments made sales of shares in connection with excess of the offering number of the Firm Shares. On each Option Closing Date (as hereinafter defined)day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative Xxxxxx Xxxxxxx may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A 1 hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Additional Shares. On Upon the basis of the representations and warranties contained herein terms and subject to the terms conditions of this Agreement, the Trust agrees to pay Counterparty the Additional Contract Price on the Option Closing Date (as defined in Section 1.3(b)), and in exchange, the Counterparty agrees to deliver to the Trust on the Exchange Date a number of additional shares of Common Stock (the "Additional Shares") equal to the product of (x) the Additional Share Base Amount multiplied by (y) the Exchange Rate. In addition to the other conditions set forth herein, such payment and delivery shall be conditioned on the Fund agrees Underwriters' purchase of the Additional Equity Trust Securities pursuant to sell to each Underwriter, and each Underwriter agrees the Underwriting Agreement on the Option Closing Date. Promptly after receipt by the Trust of notice that the Underwriters are exercising their option to purchase from Additional Equity Trust Securities, the Fund, severally and not jointly, at the Purchase Price less an amount per share equal to any dividends or distributions declared Trust will provide Counterparty with written notice of such exercise by the Fund and payable on each Firm Underwriters, stating the related Additional Share but not on the Additional Shares, up to [●] Additional Shares. The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Fund not later than thirty (30) days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters Base Amount and the date on which such the Trust shall deliver the contract price for the Additional Shares, which shall be the Option Closing Date for the Additional Equity Trust Securities. The Firm Shares and the Additional Shares (if any) are collectively referred to herein as the "Contract Shares".] [(b)][(c)] Exchange Rate. The "Exchange Rate" shall be purchased. Each purchase date must be at least one business day after determined in accordance with the written notice is given and may not be earlier than the Closing Time nor later than ten business days after the date following formula, subject to adjustment as a result of such notice. Additional Shares may be purchased certain events as provided in this Section 2 solely for Article VI: (i) if the purpose of covering over-allotments made in connection with Exchange Price is greater than $[ ] (the offering of the Firm Shares. On each Option Closing Date (as hereinafter defined"Threshold Appreciation Price"), 0.[ ], (ii) if anythe Exchange Price is less than or equal to the Threshold Appreciation Price but greater than $[ ] (the "Initial Price"), that Additional Shares are a fraction (rounded upward or downward to be purchasedthe nearest 1/10,000th or, each Underwriter agrees, severally and if there is not jointlya nearest 1/10,000th, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant next higher 1/10,000th) equal to the provisions of Section 10 hereof Initial Price divided by the Exchange Price and subject to such adjustments to eliminate fractional shares as (iii) if the Representative may determine) that bears the same proportion Exchange Price is less than or equal to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm SharesInitial Price, 1.

Additional Shares. On the basis of the representations and warranties contained herein in this Agreement, and subject to the its terms and conditions set forth hereinconditions, the Fund agrees Selling Shareholders named in Schedule B agree to sell to each Underwriterthe Underwriters the Additional Shares, and each Underwriter agrees the Underwriters shall have a one-time right to purchase from the Fundpurchase, severally and not jointly, up to 300,000 Additional Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Fund and payable on each Firm Share but not on the Additional SharesPrice. If you, up to [●] Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice to the Fund writing not later than thirty (30) days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the Closing Time Date nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each Option Closing Date (If less than all of the Additional Shares are purchased, Additional Shares shall be purchased on a pro rata basis to the respective maximum number of Additional Shares to be sold by the Selling Shareholders as hereinafter defined), if any, that set forth in Schedule B. If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Additional Shares. On the basis of the representations and warranties contained herein and subject to the terms and conditions set forth herein, the Fund agrees to sell to each Underwriter, and each Underwriter agrees to purchase from the Fund, severally and not jointly, at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Fund and payable on each Firm Share but not on the Additional Shares, up to [●] 200,000 Additional Shares. The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Fund not later than thirty (30) days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the Closing Time nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each Option Closing Date (as hereinafter defined), if any, that Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Additional Shares. On the basis of the representations and warranties contained herein in this Agreement, and subject to the its terms and conditions set forth hereinconditions, the Fund agrees to sell to each Underwriter, and each Underwriter agrees to purchase from the FundSelling Shareholders agree, severally and not jointly, to grant to the Underwriters a one-time option to purchase up to 1,050,000 Additional Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by Price, for the Fund and payable on each sole purpose of covering over-allotments in the sale of Firm Share but not on the Additional Shares, up to [●] Additional Shares. The Representative may exercise this right maximum number of Additional Shares to be sold by each Selling Shareholder is set forth on Schedule B hereto. If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice to the Fund writing not later than thirty (30) days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the Closing Time Date nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each Option Closing Date If the Underwriters exercise this option in whole or in part, (as hereinafter defined), if any, that Additional Shares are to be purchased, a) each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Shares and (b) the Selling Shareholders with Additional Shares listed opposite their names on Schedule B agree, jointly, to sell the number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) that bears the same proportion to the total number of Additional Shares to be sold as the number of Additional Shares set forth in Schedule B hereto opposite the name of such Selling Shareholder bears to the total number of Additional Shares.

Additional Shares. On the basis of the representations and warranties contained herein and subject to the terms and conditions set forth herein, the Fund agrees to sell to each Underwriter, and each Underwriter agrees to purchase from the Fund, severally and not jointly, at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Fund and payable on each Firm Share but not on the Additional Shares, up to [●] Additional Shares. The Representative Representatives may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Fund not later than thirty (30) 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the Closing Time closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 5 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each Option Closing Date (as hereinafter defined)day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A III hereto opposite the name of such Underwriter bears to the total number of Firm Shares. The Company hereby agrees that, without the prior written consent of Xxxxxx Xxxxxxx on behalf of the Underwriters, it will not, during the period beginning on the date of this Agreement and ending 70 days after the date of the Prospectus, (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or such other securities, in cash or otherwise or (3) file any registration statement (other than on Form S-8) with the Commission relating to the offering of any shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock. The restrictions contained in the preceding paragraph shall not apply to (a) the issuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security outstanding on the date hereof, (b) the grant of options or the issuance of shares of Common Stock by the Company to employees, officers, directors or consultants of the Company or its subsidiaries pursuant to equity incentive plans as described in the Time of Sale Prospectus, provided that, prior to the issuance of any such shares or the grant of any such options or convertible securities where the shares subject to such option or convertible security vest within the period ending 70 days after the date of the Prospectus, the Company shall cause each recipient of such grant or issuance to execute and deliver to the Representatives a “lock-up” agreement, substantially in the form of Exhibit A hereto, (c) the establishment of a trading plan pursuant to Rule 10b5-1 under the Exchange Act for the transfer of shares of Common Stock, provided that such plan does not provide for the transfer of Common Stock during the 70-day restricted period and no public announcement or filing under the Exchange Act regarding the establishment of such plan shall be required of or voluntarily made by or on behalf of the Company, (d) the issuance by the Company of shares of Common Stock in connection with any strategic transaction that includes a commercial relationship involving the Company or its subsidiaries and other entities (including but not limited to joint ventures, marketing or distribution arrangements, collaboration agreements or intellectual property license agreements) or (e) the issuance by the Company of shares of Common Stock in connection with any equipment loan or leasing arrangement, real property leasing arrangement or debt financing from a bank or similar financial institution; provided, however, that, in the case of issuances pursuant to clauses (d) and (e), the total aggregate number of shares issued pursuant such clauses shall not exceed five percent (5%) of the total shares of Common Stock outstanding immediately following the Closing Date and any recipients of such shares shall execute a lock-up agreement in substantially the form set forth in Exhibit A hereto. Notwithstanding the foregoing and unless Xxxxxx Xxxxxxx, on behalf of the Underwriters, waives such extension in writing, if (1) during the last 17 days of the 70-day restricted period the Company issues an earnings release or material news or a material event relating to the Company occurs; or (2) prior to the expiration of the 70-day restricted period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the 70-day period, the restrictions imposed by this agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of the material news or material event. The Company shall promptly notify Xxxxxx Xxxxxxx of any earnings release, news or event that may give rise to an extension of the initial 70-day restricted period.

Additional Shares. On the basis of the representations and warranties contained herein in this Agreement, and subject to the its terms and conditions conditions, the Company and those Selling Stockholders having a number of Shares set forth herein, opposite their names in Schedule B hereto under the Fund agrees to sell to each Underwriter, and each Underwriter agrees to purchase from the Fundheading "Maximum Number of Additional Shares" agree, severally and not jointly, at to sell to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Fund and payable on each Firm Share but not on Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to [●] 750,000 Additional SharesShares at the Purchase Price. The Representative may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice to the Fund writing not later than thirty (30) days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares shares are to be purchased. Each purchase Such date must be at least one business day after the written notice is given and may not be earlier than the Closing Time three (3) business days nor later than ten (10) business days after the date of such notice, provided that if such date is the Closing Date, such notice instead shall be provided at least one full business day before the Closing Date. Additional Shares may be purchased as provided in this Section 2 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each Option Closing Date (as hereinafter defined), if any, that If any Additional Shares are to be purchased, (i) the Company and each such Selling Stockholder agrees, severally and not jointly, to sell to the Underwriters that number of Additional Shares (subject to such adjustments to eliminate fractional shares as you may determine) determined by multiplying, in the case of the Company, 70,495 or, in the case of any such Selling Stockholder, the number of shares set forth opposite the name of such Selling Stockholder in Schedule B under the heading "Maximum Number of Additional Shares" by a fraction, the numerator of which shall be the number of Additional Shares as to which such election shall have been exercised and the denominator of which shall be 750,000 and (ii) each Underwriter agrees, severally and not jointly, to purchase from the Company and each such Selling Stockholder that portion of the number of Additional Shares (plus any additional number of Shares which to be sold by the Company or such Underwriter Selling Stockholder, as the case may become obligated to purchase be, pursuant to the provisions of Section 10 hereof and preceding clause (i) (subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Shares5,000,000.

Additional Shares. On the basis of the representations and warranties contained herein in this Agreement, and subject to the its terms and conditions set forth hereinconditions, the Fund Company agrees to sell to each Underwriterthe Underwriters, and each Underwriter agrees the Underwriters shall have a one-time right to purchase from the FundCompany, severally and not jointly, up to 300,000 Additional Shares at the Purchase Price Price. On the basis of the representations and warranties contained in this Agreement, and subject to its terms and conditions, the Selling Shareholder agrees to sell to the Underwriters, and the Underwriters shall have a one-time right to purchase from the Selling Shareholder, up to 150,000 Additional Shares at the Purchase Price. To the extent that the Underwriters purchase less an amount per share equal to any dividends or distributions declared by the Fund and payable on each Firm Share but not on the than 450,000 Additional Shares, up the Underwriters shall purchase from each of the Company and the Selling Shareholder a number of Additional Shares equal to [●] the product of (i) the number of Firm Shares to be sold by the Company or the Selling Shareholder, as the case may be, pursuant to Section 3.1 divided by the aggregate number of Firm Shares to be sold by the Company and the Selling Shareholder pursuant to Section 3.1 multiplied by (ii) the aggregate number of Additional SharesShares to be purchased by the Underwriters from the Company and the Selling Shareholder. The Representative may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such options, you shall so notify the Company and the Selling Shareholder in whole or from time to time in part by giving written notice to the Fund writing not later than thirty (30) days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters from the Company and the Selling Shareholder and the date on which such Additional Shares shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the Closing Time Date nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each Option Closing Date (as hereinafter defined), if any, that If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule SCHEDULE A hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Additional Shares. On In addition, upon the basis of the warranties and representations and warranties contained herein and subject to the terms and conditions herein set forth hereinforth, the Fund agrees to sell to each Underwriter, and each Underwriter agrees to purchase from the Fund, severally and not jointly, at the Purchase Price less Company hereby grants an amount per share equal to any dividends or distributions declared by the Fund and payable on each Firm Share but not on the Additional Shares, up to [●] Additional Shares. The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice option to the Fund not later than thirty (30) days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the Closing Time nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each Option Closing Date (as hereinafter defined)Underwriters, if any, that Additional Shares are to be purchased, each Underwriter agrees, acting severally and not jointly, to purchase from the number Company, all or any part of the Additional Shares (Shares, plus any additional number of Additional Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof at the purchase price set forth in paragraph (1)(a) less an amount per share equal to any dividends or distributions declared by the Company and subject payable on the Firm Shares but not payable on such Additional Shares. The option granted by this Section 1(b) may be exercised only to cover over-allotments, if any, in the sale of the Firm Shares. The option hereby granted will expire on May 21, 2021, and may be exercised in whole or in part within such adjustments to eliminate fractional shares as period. Such option shall be exercised upon written notice by the Representative may determineto the Company setting forth the number of Additional Shares as to which the several Underwriters are then exercising the option and the time and date of payment for and delivery of such Additional Shares. Any such time and date of delivery and payment (an “Option Closing Time”) shall be determined by the Representative but shall not be later than ten (10) full business days (or earlier, without the consent of the Company, than two (2) full business days) after the exercise of such option, nor in any event prior to the Closing Time (as defined below) or after May 25, 2021. If the option is exercised as to all or any portion of the Additional Shares, the Company will sell that bears number of Additional Shares then being purchased and each of the same Underwriters, acting severally and not jointly, will purchase that proportion to of the total number of Additional Shares to be then being purchased on such Option Closing Date as which the number of Firm Shares set forth in Schedule A hereto I opposite the name of such Underwriter bears to the total number of Firm Shares, plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, subject in each case to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Shares.

Additional Shares. On the basis of the representations and warranties contained herein in this Agreement, and subject to the its terms and conditions set forth hereinconditions, the Fund agrees Company hereby agrees, and the Selling Stockholders severally and not jointly hereby agree, to sell to each Underwriterthe Underwriters the Additional Shares, and each Underwriter agrees the Underwriters shall have a one-time right to purchase from the Fundpurchase, severally and not jointly, up to 472,500 Additional Shares, with the Company issuing and selling up to 186,748 shares of Common Stock and each Selling Stockholder selling up to the number of shares of Common Stock set forth opposite the name of each such Selling Stockholder on SCHEDULE B hereto; in each case at the Purchase Price Price. In the event that the Underwriters elect to purchase less an amount per share equal to any dividends or distributions declared by the Fund and payable on each Firm Share but not on than all of the Additional Shares, up the number of Additional Shares to [●] be purchased from the Company and each Selling Stockholder shall be determined by multiplying the maximum number of Additional SharesShares to be sold by the Company and each Selling Stockholder as set forth on SCHEDULE B hereto by a fraction, the numerator of which is the actual aggregate number of Additional Shares being purchased by the Underwriters, and the denominator of which is 472,500. The Representative may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company and such Selling Stockholders in whole or from time to time in part by giving written notice to the Fund writing not later than thirty (30) days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the Closing Time Date nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 3 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each Option Closing Date (as hereinafter defined), if any, that If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule SCHEDULE A hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Additional Shares. On the basis of the representations and warranties contained herein and subject to the terms and conditions set forth herein, the Fund agrees to sell to each Underwriter, and each Underwriter agrees to purchase from the Fund, severally and not jointly, at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on each Firm Share but not on the Additional Shares, up to [●] Additional Shares. The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Fund not later than thirty (30) days after the date of this Agreement. Any exercise notice shall specify the 33461370v11 number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the Closing Time nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each Option Closing Date (as hereinafter defined), if any, that Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Additional Shares. On In addition, upon the basis of the warranties and representations and warranties contained herein and subject to the terms and conditions herein set forth hereinforth, the Fund agrees to sell to each Underwriter, and each Underwriter agrees to purchase from the Fund, severally and not jointly, at the Purchase Price less Company hereby grants an amount per share equal to any dividends or distributions declared by the Fund and payable on each Firm Share but not on the Additional Shares, up to [●] Additional Shares. The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice option to the Fund not later than thirty (30) days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the Closing Time nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each Option Closing Date (as hereinafter defined)Underwriters, if any, that Additional Shares are to be purchased, each Underwriter agrees, acting severally and not jointly, to purchase from the number Company, all or any part of the Additional Shares (Shares, plus any additional number of Additional Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 9 hereof at the purchase price set forth in paragraph (1)(a) less an amount per share equal to any dividends or distributions declared by the Company and subject payable on the Firm Shares but not payable on such Additional Shares (the “Over-Allotment Option”). The Over-Allotment Option granted by this Section 1(b) may be exercised only to cover over-allotments, if any, in the sale of the Firm Shares. The Over-Allotment Option hereby granted will expire on [●], 2024, and may be exercised in whole or in part within such adjustments to eliminate fractional shares as period. Such Over-Allotment Option shall be exercised upon written notice by the Representative may determineto the Company setting forth the number of Additional Shares as to which the several Underwriters are then exercising the Over-Allotment Option and the time and date of payment for and delivery of such Additional Shares. Any such time and date of delivery and payment (an “Option Closing Time”) shall be determined by the Representative but shall not be later than ten (10) full business days (or earlier, without the consent of the Company, than two (2) full business days) after the exercise of such Over-Allotment Option, nor in any event prior to the Closing Time or after [●], 2024. If the Over-Allotment Option is exercised as to all or any portion of the Additional Shares, the Company will sell that bears number of Additional Shares then being purchased and each of the same Underwriters, acting severally and not jointly, will purchase that proportion to of the total number of Additional Shares to be then being purchased on such Option Closing Date as which the number of Firm Shares set forth in Schedule A hereto I opposite the name of such Underwriter bears to the total number of Firm Shares, plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof, subject in each case to such adjustments among the Underwriters as the Representative in its sole discretion shall make to eliminate any sales or purchases of fractional Shares.

Additional Shares. On the basis of the representations and warranties contained herein in this Agreement, and subject to the its terms and conditions set forth hereinconditions, the Fund agrees Selling Stockholders agree to sell to each Underwriterthe Underwriters the Additional Shares, and each Underwriter agrees the Underwriters shall have a one-time right to purchase from the Fundpurchase, severally and not jointly, up to Additional Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Fund and payable on each Firm Share but not on the Additional SharesPrice. If you, up to [●] Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify Xxxxxx Xxxxxx or Xxxxx Xxxx, as the Attorneys-in-Fact for each of the Selling Stockholders, in whole or from time to time in part by giving written notice to the Fund writing not later than thirty (30) days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the Closing Time Date nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each Option Closing Date (as hereinafter defined), if any, that If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Additional Shares. On the basis of the representations and warranties contained herein and subject to the terms and conditions set forth herein, the Fund agrees to sell to each Underwriter, and each Underwriter agrees to purchase from the Fund, severally and not jointly, at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on each Firm Share but not on the Additional Shares, up to [●] Additional Shares. The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Fund not later than thirty (30) days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the Closing Time nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each Option Closing Date (as hereinafter defined), if any, that Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Additional Shares. On the basis of the representations and warranties contained herein in this Agreement, and subject to the its terms and conditions set forth hereinconditions, the Fund agrees Company and the Option Selling Shareholders agree to sell grant to each Underwriter, and each Underwriter agrees the Underwriters a one-time option to purchase from the Fundpurchase, severally and not jointly, up to an aggregate of 435,000 Additional Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by Price, for the Fund and payable on each sole purpose of covering over-allotments in the sale of Firm Share but not on the Additional Shares, up to [●] Additional Shares. The Representative may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company and each Option Selling Shareholder in whole or from time to time in part by giving written notice to the Fund writing not later than thirty (30) days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the Closing Time Date nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each Option Closing Date If the Underwriters exercise this option in whole or in part, (as hereinafter defined), if any, that Additional Shares are to be purchased, a) each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm SharesShares and (b) the Company and the Option Selling Shareholders agree to sell the number of Additional Shares to be sold by the Company and the Option Selling Shareholders as set forth in the paragraph “Introduction” of this Agreement and on Schedule B hereto.

Additional Shares. On Upon the basis written demand of a majority of the representations members of the Lender Committee, the Company shall prepare and warranties contained herein and subject file with the Commission one or more registration statements on Form SB-2 (or, if Form SB-2 is not then available to the terms and conditions set forth hereinCompany, on such form of registration statement as is then available) (each, an “Additional Registration Statement”) to effect a registration for resale of the Fund agrees additional shares of Common Stock that shall become issuable as a result of the reduction in the conversion price of the Notes from $0.25 to sell to each Underwriter$0.17 as well as the interest that shall accrue on the Notes from March 25, and each Underwriter agrees to purchase from 2006 until the Funddate of maturity of such Notes (the “Additional Shares”)), severally and not jointly, at covering the Purchase Price less an amount per share equal to any dividends or distributions declared by the Fund and payable on each Firm Share but not on resale of the Additional Shares, up but only to [●] the extent the Additional Shares are not at the time covered by an effective Registration Statement. Each such Additional Registration Statement also shall cover, to the extent allowable under the Securities Act and the rules promulgated thereunder (including Rule 416), such indeterminate number of additional shares of Common Stock resulting from stock splits, stock dividends or similar transactions with respect to the Additional Shares. Each Additional Registration Statement (and each amendment or supplement thereto, and each request for acceleration of effectiveness thereof) shall be provided in accordance with Section 3(a) to the Lenders and their counsel prior to its filing or other submission. If an Additional Registration Statement covering the Additional Shares is required to be filed under this Section 2(a)(ii) and is not filed with the Commission within 30 Business Days after the request of the Lender Committee is received by the Company, the Company will make pro rata payments to each Investor, as liquidated damages and not as a penalty, in an amount equal to 1% of the aggregate principal amount invested by the Lenders that is attributable to such Additional Shares for each 30-day period or pro rata for any portion thereof following the date by which such Additional Registration Statement should have been filed for which no Additional Registration Statement is filed with respect to the Additional Shares. Such payments shall be in partial compensation to the Lenders, and shall not constitute the Lenders’ exclusive remedy for such events. Such payments shall be made to each Investor in cash. The amounts payable as liquidated damages pursuant to this paragraph shall be payable in lawful money of the United States, and amounts payable as liquidated damages shall be paid within three (3) Business Days of the last day of each such 30-day period during which the Additional Registration Statement should have been filed for which no Additional Registration Statement was filed with respect to the Additional Shares. The Representative may exercise this Lender Committee shall no longer have the right on behalf of the Underwriters in whole or from time to time in part by giving written notice demand such registration pursuant to the Fund not later than thirty (30) days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the Closing Time nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 solely for the purpose of covering over-allotments 2(a)(ii) after it has made in connection with the offering of the Firm Shares. On each Option Closing Date four (as hereinafter defined), if any, that Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which 4) such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Sharesdemands.

Additional Shares. On the basis of the representations and warranties contained herein in this Agreement, and subject to the its terms and conditions set forth hereinconditions, the Fund agrees Selling Shareholders agree to sell grant to each Underwriter, and each Underwriter agrees the Underwriters a one-time option to purchase from the Fund, severally and not jointly, up to _______________ Additional Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by Price, for the Fund and payable on each sole purpose of covering over-allotments in the sale of Firm Share but not on the Additional Shares, up to [●] Additional Shares. The Representative may exercise this right maximum number of Additional Shares to be sold by each Selling Shareholder is set forth on Schedule B hereto. If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice to the Fund writing not later than thirty (30) days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the Closing Time Date nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each Option Closing Date (as hereinafter defined), if any, that Additional Shares are to be purchasedIf the Underwriters exercise this option in whole or in part, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Additional Shares. On At any time during a period of 30 days from the basis date of the representations and warranties contained herein and subject Prospectus, the Underwriters, by no less than two business days' prior notice to the terms Company, may designate a closing (which may be concurrent with, and conditions set forth hereinpart of, the Fund closing on the Closing Date with respect to the Firm Shares or may be a second closing held on a date subsequent to the Closing Date, in either case such date shall be referred to herein as the "Option Closing Date") at which the Underwriters may purchase all or less than all of the Additional Shares in accordance with the provisions of this Section 9 at the purchase price per share to be paid for the Firm Shares. In no event shall the Option Closing Date be later than 10 business days after written notice of election to purchase Additional Shares is given. The Company agrees to sell to each Underwriter, and each Underwriter agrees to purchase from the Fund, severally and not jointly, at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Fund and payable on each Firm Share but not Underwriters on the Additional Shares, up to [●] Additional Shares. The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Fund not later than thirty (30) days after the date of this Agreement. Any exercise notice shall specify Option Closing Date the number of Additional Shares specified in such notice and the Underwriters agree severally but not jointly, to purchase such Additional Shares on the Option Closing Date. Such Additional Shares shall be purchased for the account of each Underwriter in the same proportion as the number of Firm Shares set forth opposite the name of such Underwriter in Column (3) of Schedule I bears to the total number of Firm Shares (subject to adjustment by you to eliminate fractions) and may be purchased by the Underwriters and the date on which such Additional Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the Closing Time nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 solely only for the purpose of covering over-allotments made in connection with the offering sale of the Firm Shares. On each No Additional Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Additional Shares or any portion thereof may be surrendered and terminated at any time upon notice by you to the Company. Except to the extent modified by this Section 9, all provisions of this Agreement relating to the transactions contemplated to occur on the Closing Date for the sale of the Firm Shares shall apply, mutatis mutandis, to the Option Closing Date (as hereinafter defined), if any, that for the sale of the Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Additional Shares. On the basis of the representations and warranties contained herein in this Agreement, and subject to the its terms and conditions set forth hereinconditions, the Fund agrees to sell to each Underwriter, and each Underwriter agrees Underwriters are hereby granted a one-time option to purchase from the Fund, severally and not jointlyup to an aggregate of 450,000 Additional Shares, at the Purchase Price less an amount per share equal to any dividends or distributions declared by Price, for the Fund and payable on each sole purpose of covering over-allotments in the sale of Firm Share but not on the Additional Shares, up to [●] Additional Shares. The Representative may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company and each Selling Stockholder in whole or from time to time in part by giving written notice to the Fund writing not later than thirty (30) days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters from each Seller and the date on which such Additional Shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the Closing Time Date nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each Option Closing Date If the Underwriters exercise this option in whole or in part, (as hereinafter defined), if any, that Additional Shares are to be purchased, a) each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm SharesShares and (b) each of the Company and the Selling Stockholders severally, and not jointly, agrees to sell the number of Additional Shares to be sold by it or him, as the case may be, as set forth in the “Introduction” paragraph of this Agreement and on Schedule B hereto.

Additional Shares. On the basis of the representations and warranties contained herein in this Agreement, and subject to the its terms and conditions set forth hereinconditions, certain of the Fund agrees Selling Shareholders as indicated on Schedule B hereto agree to sell grant to each Underwriter, and each Underwriter agrees the Underwriters a one-time option to purchase from the Fund, severally and not jointly, up to 927,000 Additional Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by Price, for the Fund and payable on each sole purpose of covering over-allotments in the sale of Firm Share but not on the Additional Shares, up to [●] Additional Shares. The Representative may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice to the Fund writing not later than thirty (30) days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the Closing Time Date nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each Option Closing Date (as hereinafter defined), if any, that Additional Shares are to be purchasedIf the Underwriters exercise this option in whole or in part, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Additional Shares. On the basis of the representations and warranties contained herein in this Agreement, and subject to the its terms and conditions set forth hereinconditions, the Fund agrees to sell to each Underwriter, Company and each Underwriter agrees to purchase from the FundSelling Stockholder, severally and not jointly, at agree to sell to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Fund and payable on each Firm Share but not on Underwriters the Additional Shares, and the Underwriters shall have a one-time right to purchase, severally and not jointly, up to [●] _______________ Additional SharesShares at the Purchase Price. The Representative may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Seller in whole or from time to time in part by giving written notice to the Fund writing not later than thirty (30) days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the Closing Time Date nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each Option Closing Date (as hereinafter defined), if any, that If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Additional Shares. On the basis of the representations and warranties contained herein in this Agreement, and subject to the its terms and conditions set forth hereinconditions, the Fund Company agrees to sell to each Underwriterthe Underwriters the Additional Shares, and each Underwriter agrees the Underwriters shall have a one-time right to purchase from the Fundpurchase, severally and not jointly, up to 937,500 Additional Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Fund and payable on each Firm Share but not on the Additional Sharesshare. If you, up to [●] Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice to the Fund writing not later than thirty (30) days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the Closing Time Date or, if delivered subsequent to the Closing Date, three business days after delivery of such notice of the Company, nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each Option Closing Date (as hereinafter defined), if any, that If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule SCHEDULE A hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Additional Shares. On (a) Upon the basis earlier to occur of (i) May 24, 2001 or (ii) the effective date of the representations and warranties contained herein and subject Company's first registered public offering of its Common Stock, par value $.001 per share, other than a registration relating either to the terms and conditions set forth hereinsale of securities to employees of the Company pursuant to a stock option, stock purchase or similar plan or any transaction described in Rule 145(a) promulgated under the Securities Act of 1933, as amended, the Fund agrees Company shall cause its Chief Executive Officer and Chief Financial Officer to sell execute and deliver to the Investors a certificate certifying the Net Bellfax Liability (as defined below) (the "Net Bellfax Liability Certificate"). If the Net Bellfax Liability is greater than zero, the Company shall issue and deliver to each UnderwriterInvestor as a purchase price adjustment, and each Underwriter agrees to purchase from without payment of any additional consideration therefor, such Investor's pro rata share of the Fund, severally and not jointly, at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Fund and payable on each Firm Share but not on the Additional Shares (as defined below). The Additional Shares, up to [●] Additional Shareswhen issued in accordance with the terms hereof, will be validly issued, fully paid and nonassessable. The Representative may exercise this right on behalf Additional Shares (and the Common Stock issuable upon conversion thereof) will be free of any liens, charges or encumbrances other than those created by or imposed upon the holders thereof through no action of the Underwriters Company, and the Additional Shares (and the Common Stock issuable upon conversion thereof) will be free of restrictions on transfer, other than the restrictions on transfer under this Agreement, the Related Documents (as defined below) and under applicable state and federal securities laws. Unless holders of a majority of the Shares dispute the computation of the Net Bellfax Liability in whole accordance with Section 1.3(b), the Additional Shares shall be delivered to the Investors on the 30th day following the delivery of the Net Bellfax Liability Certificate. (b) The Net Bellfax Liability Certificate shall present in reasonable detail the Company's computation of the Net Bellfax Liability. Without limitation of any other rights of the Investors under this Agreement or from time to time in part by giving written the Related Documents, the Investors (and/or their representatives) shall have the right at reasonable times and on reasonable notice to review and/or audit the Fund not later than thirty (30) days after books and records of the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters Company and the date on which such Additional Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the Closing Time nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 solely its subsidiaries for the purpose of covering over-allotments made in connection with the offering verifying any computation of the Firm SharesNet Bellfax Liability. On each Option Closing Date The Company shall pay the fees and expenses incurred by any representative or representatives designated by the holders of a majority of the Shares (as hereinafter definedwhich may include an Investor); provided, however, if anyit is ultimately determined that the Company's computation of the Net Bellfax Liability was within five percent (5%) of the actual amount thereof, that Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to then the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name amount of such Underwriter bears to fees and expenses shall be applied against, and therefore reduce, the total number of Firm SharesNet Bellfax Liability. (c) Capitalized terms used in this Section 1.3 shall have the meaning ascribed thereto elsewhere in this agreement, except the following terms used in this Section 1.3 shall have the following meanings:

Additional Shares. On the basis of the representations and ----------------- warranties contained herein in this Agreement, and subject to the its terms and conditions set forth hereinconditions, the Fund Company agrees to sell to each Underwriterthe Underwriters the Additional Shares, and each Underwriter agrees the Underwriters shall have a one-time right to purchase from the Fundpurchase, severally and not jointly, up to 412,500 Additional Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Fund and payable on each Firm Share but not on the Additional SharesPrice. If you, up to [●] Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice to the Fund writing not later than thirty (30) days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the Closing Time Date nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each Option Closing Date (as hereinafter defined), if any, that If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter ----------- bears to the total number of Firm Shares.

Additional Shares. On the basis of the representations and warranties contained herein in this Agreement, and subject to the its terms and conditions set forth hereinconditions, the Fund agrees Selling Stockholders agree to sell to each Underwriterthe Underwriters the Additional Shares, and each Underwriter agrees the Underwriters shall have a one-time right to purchase from the Fundpurchase, severally and not jointly, up to 750,000 Additional Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Fund and payable on each Firm Share but not on the Additional SharesPrice. If you, up to [●] Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company and Rxxxxxx Xxxxxx, as the Attorney-In-Fact for the Selling Stockholders, in whole or from time to time in part by giving written notice to the Fund writing not later than thirty (30) days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the Closing Time Date nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 4 hereof solely for the purpose of covering over-over- allotments made in connection with the offering of the Firm Shares. On each Option Closing Date (as hereinafter defined), if any, that If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Additional Shares. On the basis of the representations and warranties contained herein in this Agreement, and subject to the its terms and conditions set forth hereinconditions, the Fund Company agrees to sell to each Underwriterthe Underwriters the Additional Shares, and each Underwriter agrees the Underwriters shall have a one-time right to purchase from the Fundpurchase, severally and not jointly, up to 750,000 Additional Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Fund and payable on each Firm Share but not on the Additional SharesPrice. If Xxxxxx Xxxxxx Partners LLC, up to [●] Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elects to exercise such option, Xxxxxx Xxxxxx Partners LLC shall so notify the Company in whole or from time to time in part by giving written notice to the Fund writing not later than thirty THIRTY (30) days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the Closing Time Date nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 4 below solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each Option Closing Date (as hereinafter defined), if any, that If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule SCHEDULE A hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Additional Shares. On the basis of the representations and warranties contained herein in this Agreement, and subject to the its terms and conditions set forth hereinconditions, each of the Fund agrees to sell to each Underwriter, and each Underwriter agrees to purchase from the FundOption Selling Stockholders, severally and not jointly, at agrees to sell to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Fund and payable on each Firm Share but not on Underwriters the Additional Shares, and the Underwriters shall have a one time right to purchase, severally and not jointly, up to [●] 323,775 Additional SharesShares at the Purchase Price. The Representative may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company and the Option Selling Stockholders in whole or from time to time in part by giving written notice to the Fund writing not later than thirty (30) days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the Closing Time Date nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 4 hereof solely for the purpose of covering over-over allotments made in connection with the offering of the Firm Shares. On each Option Closing Date (as hereinafter defined), if any, that If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Additional Shares. On the basis of the representations and warranties contained herein in this Agreement, and subject to the its terms and conditions set forth hereinconditions, the Fund Company agrees to sell grant to each Underwriter, and each Underwriter agrees the Underwriters a one-time option to purchase from the Fund, severally and not jointly, up to 465,000 Additional Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by Price, for the Fund and payable on each sole purpose of covering over-allotments in the sale of Firm Share but not on the Additional Shares, up to [●] Additional Shares. The Representative Underwriters may elect to exercise this right on behalf of such option by notifying the Underwriters Company in whole or from time to time in part by giving written notice to the Fund writing not later than thirty (30) days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date but not be earlier than the Closing Time Date nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided If the Underwriters exercise this option in this Section 2 solely for the purpose of covering over-allotments made whole or in connection with the offering of the Firm Shares. On each Option Closing Date (as hereinafter defined), if any, that Additional Shares are to be purchasedpart, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Shares. Payment for any Additional Shares shall be made to the Company in immediately available funds in New York City against delivery of such Additional Shares for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on the date specified in the notice described herein or at such other time on the same or on such other date, in any event not later than October 24, 2003, as shall be designated in writing by you. The time and date of such payment are hereinafter referred to as the "OPTION CLOSING DATE."

Additional Shares. On If, prior to the basis first year anniversary of the representations and warranties contained herein and subject Closing Date, the Company issues any shares of Common Stock or if the Company or any Subsidiary issues any Common Stock Equivalents entitling any Person to acquire shares of Common Stock at a price per share less than the Threshold Price (if the holder of the Common Stock or Common Stock Equivalent so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights issued in connection with such issuance, be entitled to receive shares of Common Stock at a price less than the Threshold Price, such issuance shall be deemed to have occurred for less than the Threshold Price), then, in connection with each such issuance of Common Stock or Common Stock Equivalents for a purchase price that is less than the Threshold Price, the Company shall immediately issue additional shares of Common Stock (the “Additional Shares”) to each Investor for no additional consideration. Subject to the terms and conditions limitations set forth hereinbelow, the Fund agrees to sell to each Underwriter, and each Underwriter agrees to purchase from the Fund, severally and not jointly, at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Fund and payable on each Firm Share but not on the Additional Shares, up to [●] Additional Shares. The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Fund not later than thirty (30) days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares issuable to be purchased each Investor will equal: (a) the Threshold Price minus the lowest price per share of the Common Stock or Common Stock Equivalents offered or sold that trigger an obligation under this Section divided by (b) the Underwriters and Threshold Price, multiplied by (c) the date on which total number of Shares issued or issuable to such Investor pursuant to Section 2.2(a)(i). The Company shall notify the Investors in writing, no later than the third Trading Day following the issuance of any Common Stock or Common Stock Equivalent subject to this section, indicating therein the applicable issuance price. The Additional Shares are shall be entitled to the registration and other rights set forth in the Registration Rights Agreement and any Additional Shares not registered for resale shall also be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the Closing Time nor later than ten business days after the date of afforded general piggyback registration rights such notice. that such Additional Shares may be purchased as provided included in any registration statement (other than on Form S-8 or Form S-4) filed by the Company. Notwithstanding the foregoing, no issuances of Additional Shares will be made under this Section 2 solely as a result of the issuance and sale by the Company of (i) shares of Common Stock or Common Stock Equivalents to employees, officers, or directors of the Company, as compensation for their services to the Company or any of its direct or indirect Subsidiaries pursuant to arrangements approved by the Board of Directors of the Company and consistent with past practice, (ii) any restricted stock awards approved by the Company’s Board of Directors, (iii) Securities pursuant to the Transaction Documents, (iv) shares of Common Stock issued as consideration for the purpose acquisition of covering overanother company or business in which the shareholders of the Company do not have an ownership interest, which acquisition has been approved by the Board of Directors of the Company, or (v) Securities pursuant to the exercise of conversion or purchase rights pursuant to issued and outstanding convertible securities, options or warrants, including the warrants to be issued to the agent and any sub-allotments made agents in connection with this transaction. Notwithstanding the offering of the Firm Shares. On each Option Closing Date (as hereinafter defined)foregoing, if any, that Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional that may be issued pursuant to this Section 4.7, when combined with the number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as issued, the number of Firm Warrant Shares issuable (inclusive of all anti-dilution adjustments applicable to such securities) and the number of shares of Common Stock issuable upon exercise of the warrant specified in Schedule 3.1(u) (inclusive of all anti-dilution adjustments applicable to such securities), may not, in the absence of approval by the Company’s shareholders, equal or exceed 19.9% of the number of shares of Common Stock issued and outstanding immediately prior to the issuance of Securities contemplated by this Agreement (with all affected parties being treated on a pari passu basis). If any Additional Shares become issuable to the Investors pursuant to this Section 4.7 in excess of the limitation set forth in Schedule A hereto opposite the name immediately preceding sentence (the “Excess Shares”), the Company will use reasonable best efforts to prepare and file a preliminary proxy statement and use reasonable best efforts to hold a meeting of such Underwriter bears its shareholders for the purpose, among others, of seeking approval of the issuance of the Excess Shares (the “Proposal”). In furtherance of its obligations under this Section 4.7, the Company’s Board of Directors shall, using a definitive proxy statement, recommend to the total number Company’s shareholders (and not revoke or amend such recommendation) that the shareholders vote in favor of Firm and approve the Proposal, shall cause the Company to use its best efforts to solicit proxies from the shareholders in favor of the Proposal, and cause the shareholders to vote on such Proposal. If the Company’s shareholders approve the Proposal, the Company will issue the Excess Shares to the Investors. If the Company’s shareholders do not approve the Proposal, the Investors hereby acknowledge that the Company will not issue the Excess Shares and that the Company may not otherwise compensate the Investors for the failure to issue the Excess Shares.

Additional Shares. On the basis of the representations and warranties contained herein in this Agreement, and subject to the its terms and conditions set forth hereinconditions, each of the Fund agrees to sell to each Underwriter, and each Underwriter agrees to purchase from the FundSelling Stockholders, severally and not jointly, at agrees to sell to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Fund and payable on each Firm Share but not on Underwriters the Additional Shares, and the Underwriters shall have a one time right to purchase, severally and not jointly, up to [●] _______________ Additional SharesShares at the Purchase Price. The Representative may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company and the Selling Stockholders in whole or from time to time in part by giving written notice to the Fund writing not later than thirty (30) days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the Closing Time Date nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 4 hereof solely for the purpose of covering over-over allotments made in connection with the offering of the Firm Shares. On each Option Closing Date (as hereinafter defined), if any, that If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Additional Shares. On the basis of the representations and warranties contained herein in this Agreement, and subject to the its terms and conditions set forth hereinconditions, the Fund each Selling Stockholder agrees to sell to each Underwriterthe Underwriters the number of Additional Shares set forth in Schedule B hereto opposite such Selling Shareholder’s name, and each Underwriter agrees the Underwriters shall have a right to purchase from the Fundpurchase, severally and not jointly, up to 625,000 additional shares of Common Stock at the Purchase Price less an amount per share equal in the numbers and from the persons set forth on Schedule B. The option granted hereby may be exercised in whole or in part (i) at any time prior to any dividends or distributions declared by the Fund Closing Date and payable on each Firm Share but not on the Additional Shares(ii) only twice thereafter. If you, up to [●] Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company and Xxxx Xxxxxx or Xxxxxx Xxxxx, as the Attorney-in-Fact for the Selling Stockholders, in whole or from time to time in part by giving written notice to the Fund writing not later than thirty (30) days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the Closing Time Date nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each Option Closing Date (as hereinafter defined), if any, that If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Additional Shares. On 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 Fund agrees Company and Xxxxxxxxx hereby agree to sell to each Underwriterthe Underwriter the Additional Shares on a pro rata basis subject to the limits set forth in Schedule I hereto, and each the Underwriter agrees shall have the right to purchase from the Fund, severally and not jointly, up to 345,000 Additional Shares at the Purchase Price less Price; provided, however, that the amount paid by the Underwriter for any Additional Shares shall be reduced by an amount per share equal to any dividends or distributions declared by the Fund Company and payable on each the Firm Share Shares but not payable on the Additional Shares, up to [●] such Additional Shares. The Representative Underwriter may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Fund Company not later than thirty (30) 30 days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters Underwriter and the date on which such Additional Shares shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the Closing Time closing date for the Firm Shares nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each Option Closing Date (as hereinafter defined)day, if any, that Additional Shares are to be purchasedpurchased (an “Option Closing Date”), each the Underwriter agrees, severally and not jointly, agrees to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative Underwriter may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Sharesits applicable exercise notice.

Additional Shares. On the basis of the representations and warranties contained herein in this Agreement, and subject to the its terms and conditions set forth hereinconditions, the Fund agrees Additional Share Selling Stockholders agree to sell to each Underwriterthe Underwriters the Additional Shares, and each Underwriter agrees the Underwriters shall have a one-time right to purchase from the Fundpurchase, severally and not jointly, up to ___Additional Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Fund and payable on each Firm Share but not on the Additional SharesPrice. If you, up to [●] Additional Shares. The Representative may exercise this right on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company, and Rxxxxxx Xxxxxx and/or Sxxxxxx Xxxxx, each as the Attorney-In-Fact for the Additional Share Selling Stockholders, in whole or from time to time in part by giving written notice to the Fund writing not later than thirty (30) days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the Closing Time Date nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 4 hereof solely for the purpose of covering over-over- allotments made in connection with the offering of the Firm Shares. On each Option Closing Date (as hereinafter defined), if any, that If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Additional Shares. On In addition, the basis Corporation hereby grants to the Underwriters, for the sole purpose of covering over-allotments in the sale of Firm Shares by the Underwriters, the option to purchase all or any part of the representations and warranties contained herein and subject to the terms and conditions set forth hereinAdditional Shares for a purchase price of Cdn. $______ per share. This option may be exercised at any time, the Fund agrees to sell to each Underwriter, and each Underwriter agrees to purchase from the Fund, severally and not jointly, at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Fund and payable on each Firm Share but not on the Additional Shares, up to [●] Additional Shares. The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part part, on or before the sixtieth day following the Closing Date, by giving written notice by the Underwriters to the Fund not later than thirty (30) days after the date of this AgreementCorporation. Any exercise Such notice shall specify set forth the aggregate number of Additional Shares as to be purchased by which the Underwriters option is being exercised and the date on which such and time, as determined by the Underwriters, when the Additional Shares are to be purchased. Each purchase delivered (such date must be at least one business day after and time being herein sometimes referred to as the written notice is given and may "Additional Closing Date"); provided, however, that the Additional Closing Date shall not be earlier than the Closing Time Date or earlier than the third Business Day after the date on which the option shall have been exercised nor later than ten business days the fifth Business Day after the date of such noticeon which the option shall have been exercised. Certificates for the Additional Shares shall be registered in such name or names and in such authorized denominations as the Underwriters may be purchased as provided request in this Section 2 solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each Option Closing Date (as hereinafter defined), if any, that Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant writing at least two full Business Days prior to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number Additional Closing Date. The portion of Additional Shares to be purchased on such Option Closing Date as sold to each Underwriter shall be the number same portion of the Firm Shares being purchased by such Underwriter as set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Sharesin subparagraph 14(a) hereof.

Additional Shares. On In addition, upon the basis of the warranties and representations and warranties contained herein and subject to the terms and conditions herein set forth hereinforth, the Fund agrees hereby grants an option to sell to each Underwriterthe Underwriters, acting severally and each Underwriter agrees not jointly, to purchase from the Fund, severally and not jointlyall or any part of the Additional Shares, plus any additional number of Additional Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 9 hereof at the Purchase Price purchase price set forth in paragraph (1)(a) less an amount per share equal to any dividends or distributions declared by the Fund and payable on each the Firm Share Shares but not payable on the Additional Shares, up to [●] such Additional Shares. The Representative option granted by this Section 1(b) may exercise this right on behalf be exercised only to cover over-allotments, if any, in the sale of the Underwriters Firm Shares. The option hereby granted will expire on November 17, 2023, and may be exercised in whole or from time to time in part by giving within such period. Such option shall be exercised upon written notice by the Representative to the Fund not later than thirty (30) days after the date of this Agreement. Any exercise notice shall specify setting forth the number of Additional Shares as to which the several Underwriters are then exercising the option and the time and date of payment for and delivery of such Additional Shares. Any such time and date of delivery and payment (an “Option Closing Time”) shall be purchased determined by the Underwriters and Representative but shall not be later than ten (10) full business days (or earlier, without the date on which such Additional Shares are to be purchased. Each purchase date must be at least one consent of the Fund, than two (2) full business day days) after the written notice is given and may not be earlier than exercise of such option, nor in any event prior to the Closing Time nor later than ten business days (as defined below) or after November 21, 2023. If the date option is exercised as to all or any portion of such notice. the Additional Shares, the Fund will sell that number of Additional Shares may be then being purchased as provided in this Section 2 solely for the purpose of covering over-allotments made in connection with the offering and each of the Firm Shares. On each Option Closing Date (as hereinafter defined)Underwriters, if any, that Additional Shares are to be purchased, each Underwriter agrees, acting severally and not jointly, to will purchase that proportion of the total number of Additional Shares (then being purchased which the number of Firm Shares set forth in Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares, plus any additional number of Firm Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and 9 hereof, subject in each case to such adjustments to eliminate fractional shares among the Underwriters as the Representative may determine) that bears the same proportion in its sole discretion shall make to the total number eliminate any sales or purchases of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm fractional Shares.

Additional Shares. On the basis of the representations and warranties contained herein and subject to the terms and conditions set forth herein, the Fund agrees to sell to each Underwriter, and each Underwriter agrees to purchase from the Fund, severally and not jointly, at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Fund Company and payable on each Firm Share but not on the Additional Shares, up to [●•] Additional Shares. The Representative may exercise this right on behalf of the Underwriters in whole or from time to time in part by giving written notice to the Fund not later than thirty (30) days after the date of this Agreement. Any exercise notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares are to be purchased. Each purchase date must be at least one business day after the written notice is given and may not be earlier than the Closing Time nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each Option Closing Date (as hereinafter defined), if any, that Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Additional Shares. On the basis of the representations and warranties contained herein in this Agreement, and subject to the its terms and conditions set forth hereinconditions, the Fund agrees Selling Stockholders agree to sell to each Underwriterthe Underwriters the Additional Shares, and each Underwriter agrees the Underwriters shall have a one-time right to purchase from the Fundpurchase, severally and not jointly, up to 750,000 Additional Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Fund and payable on each Firm Share but not on the Additional SharesPrice. If you, up to [●] Additional Shares. The Representative may exercise this right on behalf of the Underwriters in whole or from time Underwriters, elect to time in part by giving written notice to exercise such option, you shall so notify the Fund not Company and Richard Rudman, as the Attorney-In-Fact for the Selling Stockholders, xx xxxxxxx xxx later than thirty (30) days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the Closing Time Date nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 4 hereof solely for the purpose of covering over-over- allotments made in connection with the offering of the Firm Shares. On each Option Closing Date (as hereinafter defined), if any, that If any Additional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Shares.

Additional Shares. On the basis of the representations and warranties contained herein in this Agreement, and subject to the its terms and conditions set forth hereinconditions, the Fund Company agrees to sell grant to each Underwriter, and each Underwriter agrees the Underwriters a one-time option to purchase from the Fundpurchase, severally and not jointly, up to an aggregate of 754,125 Additional Shares at the Purchase Price less an amount per share equal to any dividends or distributions declared by Price, for the Fund and payable on each sole purpose of covering over-allotments in the sale of Firm Share but not on the Additional Shares, up to [●] Additional Shares. The Representative may exercise this right If you, on behalf of the Underwriters Underwriters, elect to exercise such option, you shall so notify the Company in whole or from time to time in part by giving written notice to the Fund writing not later than thirty (30) days after the date of this Agreement. Any exercise , which notice shall specify the number of Additional Shares to be purchased by the Underwriters and the date on which such Additional Shares shares are to be purchased. Each purchase Such date must may be at least one business day after the written notice is given and may same as the Closing Date (as defined below) but not be earlier than the Closing Time Date nor later than ten (10) business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each Option Closing Date If the Underwriters exercise this option in whole or in part, (as hereinafter defined), if any, that Additional Shares are to be purchased, a) each Underwriter agrees, severally and not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject to such adjustments to eliminate fractional shares as the Representative you may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm SharesShares and (b) the Company agrees to sell the number of Additional Shares to be sold by the Company as set forth in the “Introduction” paragraph of this Agreement.

Additional Shares. On the basis of the representations and warranties contained herein in this Agreement, and subject to the its terms and conditions set forth hereinconditions, the Fund Company agrees to sell to the Purchaser up to 1,219,512 additional shares of the Common Stock (the "ADDITIONAL SHARES" and together with the Initial Shares, the "Shares") at a purchase price of $1.23 per each UnderwriterAdditional Share (subject to equitable adjustment for stock splits, recombinations and similar events, the "ADDITIONAL PURCHASE PRICE PER SHARE"), and each Underwriter agrees the Purchaser shall have a one-time right (but not the obligation) to purchase from any or all of the Fund, severally and not jointly, at the Purchase Price less an amount per share equal to any dividends or distributions declared by the Fund and payable on each Firm Share but not on the Additional Shares, up to [●] Additional Shares. The Representative may exercise this right on behalf of Purchaser shall notify the Underwriters Company in whole or from time to time in part by giving written notice to the Fund writing not later than thirty (30) 30 days after the date of this AgreementAgreement if it elects to purchase any Additional Shares (the "ELECTION NOTICE"). Any exercise notice On the 3rd Business Day following the Company's receipt of the Election Notice (the "ADDITIONAL CLOSING DATE"), (i) the Purchaser shall specify deliver to the number of Company the aggregate gross proceeds for the Additional Shares to be purchased issued and sold to Purchaser by wire transfer of immediately available funds in accordance with the Underwriters Company's written wire instructions, and (ii) the date on which such Company shall cause the Additional Shares are to be purchasedissued and sold to Purchaser to be electronically delivered to The Depository Trust Company on the Purchaser's behalf, registered in the name of the Purchaser as set forth on the signature page hereto. Each The representations and warranties of the Company contained in this Agreement shall be true and correct as of the Additional Closing Date, as though made on and as of such date (other than representations and warranties which relate to a specific date (which shall not include representations and warranties relating to the "date hereof") which representations and warranties shall be true as of such specific date). The Purchaser's option to purchase date must be Additional Shares shall expire at least one business 5:00 p.m. New York City time on the 30th day after the written notice is given and may not be earlier than the Closing Time nor later than ten business days after the date of such notice. Additional Shares may be purchased as provided in this Section 2 solely for Agreement if the purpose of covering over-allotments made in connection with the offering of the Firm Shares. On each Option Closing Date (as hereinafter defined), if any, that Additional Shares are to be purchased, each Underwriter agrees, severally and Company does not jointly, to purchase the number of Additional Shares (plus any additional number of Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof and subject receive an Election Notice prior to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Additional Shares to be purchased on such Option Closing Date as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Firm Sharestime.