Common use of Exercise of Option Clause in Contracts

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

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

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(a)(iii)(A) hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) for any number of the Option Securities Shares within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters Underwriter shall not be under any obligation to purchase any of the Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or email or facsimile or other electronic transmission setting forth the number of the Option Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which shall not be later than one five (15) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of Representative Underwriter Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, Shares subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Underwriter the number of the Option Shares and accompanying Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriter shall purchase that portion of the total number of the Option Shares and accompanying Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares.

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

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

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

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than one three (13) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment OptionSecurities. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or email or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying and/or Option Warrants to be purchased and the date and time for delivery of and payment for the such Option Securities (the “Option Closing Date”)Securities, which shall will not be later than one five (15) Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the such Option Securities does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Securities will be as set forth in the noticenotice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares and accompanying and/or Option Warrants specified in such notice and (ii) notice. If any Option Shares are to be purchased, each of the UnderwritersUnderwriter agrees, acting severally and not jointly, shall to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that portion bears the same proportion to the number of Firm Shares to be purchased by it as set forth on Schedule A opposite such Underwriter’s name as the total number of Option Shares and accompanying to be purchased bears to the total number of Firm Shares. If any Option Warrants then being are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Warrants (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Warrants to be purchased by it as set forth in on Schedule 1 A opposite the name of such Underwriter’s name as the total number of Option Warrants to be purchased bears to the total number of Firm Warrants.

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

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission accordance with Section 1.2.1 hereof setting forth the number of Option Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares and Option Warrants (the “Option Closing Date”), which shall not be later than one five (15) Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel counsel to the Underwriters or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying Option Warrants specified in such notice and, subject to the terms and (ii) each of conditions set forth herein, the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants then being purchased as set forth specified in Schedule 1 opposite the name of such Underwriternotice.

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

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

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

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of for the Option Securities within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any the Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of the Option Shares and accompanying Option Warrants Securities to be purchased and the date and time for delivery of and payment for the Option Securities Shares and/or the Option Warrants (the “Option Closing Date”), which shall not be later than one five (15) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Representative’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares and/or Option Warrants does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, Shares and/or Option Warrants subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of the Option Shares and accompanying and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of the Option Shares and accompanying and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the any combination of Option Securities within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than one five (15) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

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

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

Exercise of Option. (a) The Over-allotment Option granted pursuant to Section 1.2.1 hereof may only be exercised by the Representative as to all (Parametric, in whole or in part, at any time) time or any part (from time to time, after the Acquisition Agreement becomes terminable under circumstances which would entitle Parametric to a payment under Section 7.3(d) of the Option Securities within 45 days after Acquisition Agreement upon its termination, regardless of whether the Effective DateAcquisition Agreement is terminated pursuant to such provisions or whether an Alternative Transaction is consummated (any of the events specified in this sentence being referred to herein as an "Exercise Event"). The purchase price to be paid per Option Share and accompanying Option Warrants Computervision shall be equal to notify Parametric promptly in writing of the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters occurrence of any Exercise Event, it being understood that the giving of such notice by Computervision shall not be under any obligation to purchase any Option Securities prior a condition to the right of Parametric to exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by In the giving of oral event Parametric wishes to exercise the Option, Parametric shall deliver to Computervision a written notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than one (1an "Exercise Notice") Business Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of specifying the total number of Option Shares it wishes to acquire. Each closing of a purchase of Option Shares (a "Closing") shall occur on a date and accompanying at a time designated by Parametric in an Exercise Notice delivered at least two business days prior to the date of such Closing, which Closing shall be held at the offices of counsel to Parametric. Upon the giving by Parametric to Computervision of the Exercise Notice and the tender of the applicable aggregate Exercise Price and provided that the conditions to Computervision's obligation to issue the Option Warrants then being purchased as Shares to Parametric hereunder set forth in Schedule 1 opposite Section 3 have been satisfied or waived, Parametric shall be deemed to be the name holder of record of the Option Shares issuable upon such Underwriterexercise, notwithstanding that the stock transfer book of Computervision shall then be closed or that certificates representing such Option Shares shall not then be actually delivered to Parametric.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Additional Shares within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Securities Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must shall be confirmed in writing by overnight mail or facsimile or other electronic transmission transmission, setting forth the number of Option Additional Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Additional Shares (the “Option Closing Date”), which shall not be later than one five (15) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesAdditional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Additional Shares and accompanying Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Additional Shares and accompanying Option Warrants then being purchased that the number of Firm Shares as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Exercise of Option. The Over-allotment Option granted pursuant Subject to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) terms of the Option Securities within 45 days after the Effective Date. The purchase price to be paid per Option Share Plan and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than one (1) Business Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Datethis Agreement, the Option Closing Date will be shall vest and become exercisable on the date or dates, and subject to such conditions, as are set forth on Schedule A. To the extent that the Option is exercisable but is not exercised, the Option shall accumulate and be exercisable by the Participant in the notice. Upon exercise whole or in part at any time prior to expiration of the Over-allotment Option with respect to all or any portion of the Option SecuritiesOption, subject to the terms of the Plan and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the this Agreement. The minimum number of Shares that may be purchased under the Option Shares and accompanying Option Warrants specified in such notice and at one time shall be ten (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the 10). The total number of shares that may be acquired upon exercise of the Option Shares shall be rounded down to the nearest whole share. The Participant expressly acknowledges that the Option shall vest and accompanying Option Warrants then being purchased be exercisable only upon such terms and conditions as are provided in this Agreement (including the terms set forth in Schedule 1 opposite A) and the name Plan. Upon the exercise of the Option in whole or in part and payment of the Option Price in accordance with the provisions of the Plan and this Agreement, the Corporation shall, as soon thereafter as practicable, deliver to the Participant a certificate or certificates (or, in the case of uncertificated shares, other written notice of ownership in accordance with Applicable Laws) for the Shares purchased. Payment of the Option Price may be made in the form of cash or cash equivalent; provided that, except where prohibited by the Administrator and/or Applicable Laws (and subject to any terms and conditions that may be established by the Administrator), payment may also be made (i) by delivery (by either actual delivery or attestation) of shares of Common Stock owned by the Participant; (ii) by shares of Common Stock withheld upon exercise but only if and to the extent that payment by such Underwritermethod does not result in variable accounting or other accounting consequences deemed unacceptable to the Corporation; (iii) by delivery of written notice of exercise to the Corporation and delivery to a broker of written notice of exercise and irrevocable instructions to promptly deliver to the Corporation the amount of sale or loan proceeds to pay the Option Price; (iv) by such other payment methods as may be approved by the Administrator and which are acceptable under Applicable Laws; or (v) by any combination of the foregoing methods. Shares tendered or withheld in payment on the exercise of the Option shall be valued at their Fair Market Value on the date of exercise, as determined in accordance with the provisions of the Plan.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 thirty (30) days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to date of the Firm Share purchase price set forth in Section 1.1.1(ii) hereofProspectus (as defined below). The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than one five (15) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying Option Warrants Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

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

Exercise of Option. The Over-allotment Allotment Option granted pursuant to this Section 1.2.1 hereof 1(b) may be exercised by the Representative as to all (at any time) or any part (from time to time) of any combination of the Option Securities within 45 days after the Effective Dateexecution date of this Agreement. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall An Underwriter will not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. The Over-allotment Allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other by electronic transmission setting forth the number of Option Shares and accompanying and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the each, an “Option Closing Date”), which shall will not be earlier than two (2) Business Days nor later than one three (13) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect Allotment Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares and accompanying Option Warrants Securities specified in such notice and (ii) each notice. The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Underwriters, acting severally and not jointly, shall purchase that portion of Over-Allotment Option by written notice to the total number of Company (except to the extent the Representative has exercised the Over-Allotment Option Shares and accompanying Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriteraccordance herewith).

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares and/or Option Warrants within 45 days after the effective date (the “Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to ”) of the Firm Share purchase price set forth Registration Statement (as defined in Section 1.1.1(ii) hereof2.1.1 below). The Underwriters shall not be under any obligation to purchase any Option Securities Shares and/or Option Warrants prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares and/or Option Warrants (the “Option Closing Date”), which shall not be later than one two (12) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares and/or Option Warrants does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares and/or Option Warrants, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the Option Securities within 45 forty-five (45) days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters Underwriter shall not be under any obligation to purchase subscribe for any of the Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral written notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of the Option Shares and accompanying and/or Option Warrants to be purchased subscribed for and the date and time for delivery of and and, where relevant, the payment for the Option Securities Shares and/or the pre-funded exercise price for the pre-funded Option Warrants (the “Option Closing Date”), which shall not be later than one five (15) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of Representative Underwriter’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and and, where relevant, payment for the Option Securities Shares and/or the pre-funded exercise price for the pre-funded Option Warrants does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell issue to the Underwriters Underwriter the number of the Option Shares and accompanying Option Warrants Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointlyUnderwriter, shall purchase that portion of subscribe for the total number of the Option Shares and accompanying Option Warrants Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwritersubscribed for.

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

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares and/or Option Warrants, in any confirmation thereof, within 45 days after the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 below). The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price. The purchase price set forth in Section 1.1.1(ii) hereofto be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must shall be confirmed in writing by overnight mail or facsimile or other electronic transmission transmission, setting forth the number of Option Shares and accompanying and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than one (1) Business Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel Representative’s Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying and/or Option Warrants specified in such notice notice, and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants then being purchased that the number of Firm Shares and/or Option Warrants as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than one five (15) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying Option Warrants Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant Subject to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) terms of the Option Securities within 45 days after the Effective Date. The purchase price to be paid per Option Share Plan and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than one (1) Business Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Datethis Agreement, the Option Closing Date will be shall vest and become exercisable on the date or dates, and subject to such conditions, as are set forth on Schedule A. To the extent that the Option is exercisable but is not exercised, the Option shall accumulate and be exercisable by the Participant in the notice. Upon exercise whole or in part at any time prior to expiration of the Over-allotment Option with respect to all or any portion of the Option SecuritiesOption, subject to the terms of the Plan and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the this Agreement. The minimum number of Shares that may be purchased under the Option Shares and accompanying Option Warrants specified in such notice and at one time shall be ten (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the 10). The total number of Shares that may be acquired upon exercise of the Option Shares shall be rounded down to the nearest whole Share. The Participant expressly acknowledges that the Option shall vest and accompanying Option Warrants then being purchased be exercisable only upon such terms and conditions as are provided in this Agreement (including the terms set forth in Schedule 1 opposite A) and the name Plan. Upon the exercise of the Option in whole or in part and payment of the Option Exercise Price in accordance with the provisions of the Plan and this Agreement, the Company shall, as soon thereafter as practicable, deliver to the Participant a certificate or certificates (or, in the case of uncertificated Shares, other written notice of ownership in accordance with Applicable Laws) for the Shares purchased. Payment of the Option Exercise Price may be made in the form of cash or cash equivalent; provided that, except where prohibited by the Committee, Applicable Laws and/or any agreements evidencing indebtedness entered into by the Company from time to time, payment may also be made: (i) by delivery (by either actual delivery or attestation) of Shares of Common Stock owned by the Participant; (ii) by Shares of Common Stock withheld upon exercise but only if and to the extent that payment by such Underwritermethod does not result in variable accounting or other accounting consequences deemed unacceptable to the Company; (iii) by delivery of written notice of exercise to the Company and delivery to a broker of written notice of exercise and irrevocable instructions to promptly deliver to the Company the amount of sale or loan proceeds to pay the Option Exercise Price; (iv) by such other payment methods as may be approved by the Committee and which are acceptable under Applicable Laws; or (v) by any combination of the foregoing methods. Shares tendered or withheld in payment on the exercise of the Option shall be valued at their Fair Market Value on the date of exercise, as determined in accordance with the provisions of the Plan.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Units within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall will not be under any obligation to purchase any Option Securities Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants Units to be purchased and the date and time for delivery of of, and payment for for, the Option Securities (the “Option Closing Date”)Units, which shall will not be later than one five (15) Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel or at such other place (including remotely by facsimile or and in such other electronic transmission) manner as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Units does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Units will be as set forth in the noticenotice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares and accompanying Option Warrants Units specified in such notice and (ii) notice. If any Option Units are to be purchased each of the UnderwritersUnderwriter agrees, acting severally and not jointly, shall to purchase the number of Option Units that portion of bears the same proportion to the total number of Option Shares and accompanying Option Warrants then being purchased as Firm Units set forth in Schedule 1 A opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Units, the Option Shares and/or the Option Warrants, as the case may be, within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than one three (13) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying Option Warrants Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Subject to the limitations set forth herein and in the Plan, this Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal notice provided to the Firm Share purchase price Company as set forth in Section 1.1.1(ii) hereof5. The Underwriters payment of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not be under any obligation less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to purchase any Option Securities prior a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Over-allotment OptionOption (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by such other consideration as may be approved by the Board from time to time to the extent permitted by applicable law, or (e) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the full amount of all federal and state withholding or other employment taxes applicable to the taxable income of such Optionee resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares pursuant to this Option Agreement, if the exercise of the Option or the issuance of such shares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Over-allotment Option granted hereby may be exercised Optionee agrees that, unless the options and shares covered by the giving Plan have been registered pursuant to the Securities Act of oral notice 1933, as amended, the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company from to the Representativeeffect that he is acquiring such shares for his own account for investment and not with a view to, which must be confirmed or for sale in writing by overnight mail connection with, the distribution of such shares or facsimile any part thereof. If any law or other electronic transmission setting forth regulation requires the number of Option Shares and accompanying Option Warrants Company to be purchased and take any action with respect to the date and shares specified in such notice, the time for delivery of and payment thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the Option Securities (the “Option Closing Date”), which shall not be later than one (1) Business Day after the date period of the notice or time necessary to take such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriteraction.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters Underwriter shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than one five (15) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of Representative Underwriter Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Underwriter the number of Option Shares and accompanying Option Warrants Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriter shall become obligated to purchase that portion of the total number of Option Shares and accompanying Option Warrants then being purchased as set forth Securities specified in Schedule 1 opposite the name of such Underwriternotice.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to date of the Firm Share purchase price set forth in Section 1.1.1(ii) hereofProspectus (as defined below). The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than one five (15) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying Option Warrants Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Managing Underwriter and allocated to the Underwriters as to all (at any time) or any part (from time to time) of the Option Securities Shares within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall will not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeManaging Underwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the allocation of the number of Option Shares and accompanying Option Warrants to be purchased by the Underwriters and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which shall will not be later than one five (15) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeManaging Underwriter, at the offices of Representative Counsel Xxxxx Lord or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeManaging Underwriter. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will severally and not jointly become obligated to sell to the Underwriters purchase the number of Option Shares and accompanying Option Warrants allocated to them as specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriternotice.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of any combination of Additional Securities from the Option Securities within date hereof until 45 days after the Effective Date. The purchase price to be paid per date of the Prospectus (as defined below)(the “Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereofPeriod”). The Underwriters shall not be under any obligation to purchase any Option Additional Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must shall be confirmed in writing by overnight mail or facsimile or other electronic transmission transmission, setting forth the number of Option Additional Shares and accompanying Option and/or Additional Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Additional Shares and/or Additional Warrants (the “Option Closing Date”), which shall not be later than one five (15) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Additional Shares and/or Additional Warrants does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Additional Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Additional Shares and accompanying Option and/or Additional Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Additional Shares and accompanying Option and/or Additional Warrants then being purchased that the number of Firm Securities as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Securities, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Exercise of Option. The Over-allotment Overallotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Securities Units within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall will not be under any obligation to purchase any Option Securities Units prior to the exercise of the Over-allotment Overallotment Option. The Over-allotment Overallotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile or other form of electronic transmission transmission, setting forth the number of Option Shares and accompanying Option Warrants Units to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”)Units, which shall will not be later than one (1) five Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of Representative Counsel DLA’s Offices or at such other place (including remotely by facsimile or in such other electronic transmission) manner as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery of and payment for the Option Securities Units does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Units will be as set forth in the noticenotice (hereinafter, the “Option Closing Date”). Upon exercise of the Over-allotment Option with respect Overallotment Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares and accompanying Option Warrants Units specified in such notice and (ii) notice. If any Option Units are to be purchased, each of the UnderwritersUnderwriter agrees, acting severally severally, and not jointly, shall to purchase the number of Option Units (subject to such adjustments to eliminate fractional Units as the Underwriters may determine) that portion of bears the same proportion to the total number of Option Shares and accompanying Option Warrants then being Units to be purchased as the number of Firm Units set forth in Schedule 1 A opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Units.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(a)(iii)(A) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) for any number of the Option Securities within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the applicable price paid per Firm Share Share, and the purchase price set forth in Section 1.1.1(ii) hereofto be paid per Option Warrant shall be equal to the applicable price paid per Firm Warrant. The Underwriters shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or email or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “"Option Closing Date”"), which shall not be later than one five (15) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the an Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying Option Warrants Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter, subject to such adjustments as the Representative, in its sole discretion, shall determine.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall will not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares set forth in any such notice (the any such date, an “Option Closing Date”), which shall may be simultaneous with, but not earlier than, the Closing Date and will not be earlier than three nor later than one (1) five full Business Day Days after the date of the any such written notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel O’Melveny or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the applicable Option Closing Date will be as set forth in the any such notice. Upon exercise of the Over-allotment Option with respect (in full or in part), the Company will become obligated to all or any portion of deliver to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters, severally and not jointly, will become obligated to sell to the Underwriters purchase the number of Option Shares and accompanying Option Warrants specified in any such notice notice. The issuance and (ii) each sale of the Underwriters, acting severally and not jointly, shall purchase that portion Option Shares will be on the basis of the total number of Option Shares representations and accompanying Option Warrants then being purchased as warranties herein contained, but subject to the terms and conditions herein set forth in Schedule 1 opposite the name of such Underwriterforth.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(c) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares within 45 days after the Effective Closing Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall will not be under any obligation to purchase any of such Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral written notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the such Option Securities (the “Option Closing Date”)Shares, which shall will not be later than one three (13) Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Securities Shares does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Shares will be as set forth in the noticenotice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of allot and issue to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares and accompanying Option Warrants specified in such notice and (ii) notice. If any Option Shares are to be purchased, each of the UnderwritersUnderwriter agrees, acting severally and not jointly, shall to purchase that portion of the total number of Option Shares and accompanying Option Warrants then being (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth in on Schedule 1 I opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares.

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

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral written notice to the Company from or to such agent as the RepresentativeCompany shall designate. The notice shall state the election to exercise the Option, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Shares for which it is being exercised and shall be signed by the person or persons so exercising the Option. The Option may not be exercised unless such exercise is in compliance, to the reasonable satisfaction of the Company with all applicable federal and state securities laws as in effect on the date of exercise. The Option may not be exercised as to fewer than 100 Shares unless it is exercised as to all Shares as to which the Option is then exercisable. The exercise notice must be accompanied by payment of the full exercise price of the Shares for which the Option is being exercised, or evidence of satisfaction of one of the alternative payment methods set forth on Section 8, and accompanying Option Warrants the Company shall deliver a certificate or certificates representing such Shares, or cause such Shares to be purchased delivered electronically, as soon as practicable after the notice shall be received. The Company may postpone such delivery until it receives satisfactory proof that the issuance of such Shares will not violate any of the provisions of the Securities act of 1933, as amended, or the Exchange Act, any rules or regulations of the Securities and the date and time for delivery of and payment for the Option Securities Exchange Commission (the “Option Closing DateSEC”)) promulgated thereunder, which shall not be later than one (1) Business Day after or the date requirements of applicable state law relating to authorization, issuance or sale of securities, or until there has been compliance with the notice provisions of such acts or rules. The Optionee understands that the Company is under no obligation to register or qualify the Shares with the SEC, any state securities commission or any stock exchange to effect such other time as compliance. The certificate or certificates shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth registered in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants then being purchased as set forth in Schedule 1 opposite the name of the person or persons so exercising the Option (or, if the Option is exercised by the Optionee and the Optionee shall so request in the notice exercising the Option, shall be registered in the name of the Optionee and another person jointly, with right of survivorship). In the event the Option shall be exercised, pursuant to Section 6 hereof, by any person or persons other than the Optionee, such Underwriternotice shall be accompanied by appropriate proof of the right of such person or persons to exercise the Option.

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

Exercise of Option. The Over-allotment Option granted pursuant to option contained in this Section 1.2.1 hereof may 2.2 shall be exercised by Tenant, if at all, only in the Representative as following manner: (i) Tenant shall deliver written notice (“Interest Notice”) to all Landlord on or before the date which is nine (at any time9) or any part (from time to time) of the Option Securities within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Securities months prior to the exercise expiration of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving initial Lease Term, stating that Tenant is interested in exercising its option; (ii) Landlord, after receipt of oral Tenant’s notice, shall deliver notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing DateRent Notice”)) to Tenant not less than seven (7) months prior to the expiration of the initial Lease Term, which shall not be later than one setting forth the Option Rent; and (1iii) Business Day after if Tenant wishes to exercise such option, Tenant shall, on or before the earlier of (A) the date occurring six (6) months prior to the expiration of the notice initial Lease Term, and (B) the date occurring thirty (30) days after Tenant’s receipt of the Option Rent Notice, exercise the option by delivering the Option Notice to Landlord and upon, and concurrent with, such exercise, Tenant may, at its option, object to the Option Rent determined by Landlord. Failure of Tenant to deliver the Interest Notice to Landlord on or such other time as before the date specified in (i) above or to deliver the Option Notice to Landlord on or before the date specified in (iii) above shall be agreed upon by deemed to constitute Tenant’s failure to exercise its option to extend. If Tenant timely and properly exercises its option to extend, the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as Lease Term shall be agreed upon by the Company and the Representative. If such delivery and payment extended for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise Term upon all of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth hereinin this Lease, (i) except that the Company Rent shall become obligated to sell be as indicated in the Option Rent Notice unless Tenant, concurrently with its exercise, objects to the Underwriters Option Rent contained in the number of Option Shares and accompanying Option Warrants specified Rent Notice, in such notice and (ii) each of which case the Underwriters, acting severally and not jointly, parties shall purchase that portion of follow the total number of Option Shares and accompanying Option Warrants then being purchased procedure as set forth in Schedule 1 opposite the name of such UnderwriterSection 2.2.3 below.

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

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

Exercise of Option. The Over-allotment vested portion of the Option granted pursuant to Section 1.2.1 hereof may be exercised in whole or in part by delivery of an exercise notice in the Representative form attached as Exhibit A (the “Exercise Notice”) which shall state the election to all (at any time) or any part (from time to time) of exercise the Option Securities within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants with respect to be purchased and the date and time for delivery of and payment for which the Option Securities (is being exercised. The Exercise Notice shall be accompanied by payment of an amount equal to the “aggregate Option Closing Date”), which Price as to all exercised Shares. Payment of such amount shall not be later than one (1) Business Day after the date by any of the notice following methods, or combination thereof, at the election of the Optionee: (a) in cash or its equivalent; (b) by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the Option Price (provided that except as otherwise determined by the Committee, the Shares that are tendered must have been held by the Optionee for at least six (6) months and a day, or such other time period, if any, as shall be agreed upon the Committee may permit, prior to their tender if acquired under the Plan or any other compensation plan maintained by the Company and or on the Representative, at open market); (c) if the offices of Representative Counsel or Shares are Publicly Traded at such time, by a cashless (broker-assisted) exercise; or (d) any other place (including remotely method approved or accepted by facsimile or other electronic transmission) as the Committee in its sole discretion. The Option shall be agreed deemed to be exercised upon receipt by the Company and of such fully executed Exercise Notice accompanied by the Representativeaggregate Option Price. If In connection with such delivery and payment for the Option Securities does not occur on the Closing Dateexercise, the Option Closing Date will Company shall have the right to require that the Optionee make such provision, or furnish the Company such authorization, as may be as set forth necessary or desirable so that the Company may satisfy its obligation under applicable income tax laws to withhold for income or other taxes due upon or incident to such exercise. The Committee may, in its discretion, permit such withholding obligation to be satisfied through the notice. Upon withholding of Shares that would otherwise be delivered upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such UnderwriterOption.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(c) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall will not be under any obligation to purchase any of such Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail, electronic mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”)Securities, which shall will not be sooner than two nor later than one (1) five Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Securities will be as set forth in the noticenotice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares and accompanying Option Warrants Securities specified in such notice and (ii) notice. If any Option Securities are to be purchased, each of the UnderwritersUnderwriter agrees, acting severally and not jointly, shall to purchase that portion of the total number of Option Shares and accompanying Option Warrants then being Securities (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the number of Firm Securities to be purchased as set forth in on Schedule 1 A opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Securities.

Exercise of Option. The Over-allotment Subject to the limitations set forth herein and in the Plan, this Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal notice provided to the Firm Share purchase price Company as set forth in Section 1.1.1(ii) hereof5. The Underwriters payment of the Exercise Price for the Common Stock being purchased pursuant to the Option shall be made (a) in cash, by check or cash equivalent, (b) by tender to the Company, or attestation to the ownership, of Common Stock owned by the Optionee having a Fair Market Value (as determined by the Company without regard to any restrictions on transferability applicable to such Common Stock by reason of federal or state securities laws or agreements with an underwriter for the Company) not be under any obligation less than the Exercise Price, (c) by delivery of a properly executed notice together with irrevocable instructions to purchase any Option Securities prior a broker providing for the assignment to the Company of the proceeds of a sale or loan with respect to some or all of the shares being acquired upon the exercise of the Over-allotment Option. The Over-allotment Option granted hereby (including, without limitation, through an exercise complying with the provisions of Regulation T as promulgated from time to time by the Board of Governors of the Federal Reserve System), (d) by such other consideration as may be exercised approved by the giving of oral notice Board from time to time to the Company from extent permitted by applicable law, or (e) by any combination thereof. Such notice shall be accompanied by cash or Common Stock in the Representative, which must be confirmed in writing by overnight mail or facsimile full amount of all federal and state withholding or other electronic transmission setting forth employment taxes applicable to the taxable income of such Participant resulting from such exercise (or instructions to satisfy such withholding obligation by withholding Option Shares in accordance with Section 8). For the purpose of determining the amount, if any, of the purchase price satisfied by payment in Common Stock, such Common Stock shall be valued at its Fair Market Value on the date of exercise. If the Optionee desires to pay the purchase price for the Option Shares by tendering Common Stock using the method of attestation, the Optionee may, subject to any such conditions and in compliance with any such procedures as the Committee may adopt, do so by attesting to the ownership of Common Stock of the requisite value, in which case the Company shall issue or otherwise deliver to the Optionee upon such exercise a number of Option Shares and accompanying Option Warrants equal to be purchased and the date and time for delivery of and payment for result obtained by dividing (a) the Option Securities (the “Option Closing Date”), which shall not be later than one (1) Business Day after the date excess of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion aggregate Fair Market Value of the total number shares of Common Stock subject to the Option for which the Option (or portion thereof) is being exercised over the purchase price payable in respect of such exercise by (b) the Fair Market Value per Option Share subject to the Option, and the Optionee may retain the shares of Common Stock the ownership of which is attested. Notwithstanding anything to the contrary contained herein, the Optionee agrees that he will not exercise the Option granted pursuant hereto, and the Company will not be obligated to issue any Option Shares and accompanying pursuant to this Option Warrants then being purchased as set forth in Schedule 1 opposite Agreement, if the name exercise of the Option or the issuance of such Underwritershares would constitute a violation by the Optionee or by the Company of any provision of any law or regulation of any governmental authority or any stock exchange or transaction quotation system. The Optionee agrees that, unless the options and shares covered by the Plan have been registered pursuant to the Securities Act of 1933, as amended (the “Act”), the Company may, at its election, require the Optionee to give a representation in writing in form and substance satisfactory to the Company to the effect that he is acquiring such shares for his own account for investment and not with a view to, or for sale in connection with, the distribution of such shares or any part thereof. If any law or regulation requires the Company to take any action with respect to the shares specified in such notice, the time for delivery thereof, which would otherwise be as promptly as reasonably practicable, shall be postponed for the period of time necessary to take such action.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Additional Securities within 45 days after the Effective Date. The purchase price to be paid per Option Additional Share and accompanying Option Warrants shall be equal to the price per Firm Share set forth in Section 1.1.1(ii) hereof and the purchase price to be paid per Additional Warrant shall be equal to the price per Firm Warrant set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Additional Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants Additional Securities to be purchased and the date and time for delivery of and payment for the Option Additional Securities (the “Option Closing Date”), which shall not be later than one five (15) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Additional Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Additional Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying Option Warrants Additional Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants Additional Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment A. PROCEDURE FOR EXERCISE; RIGHTS AS A STOCKHOLDER. Any Option ----------------------------------------------- granted pursuant hereunder shall be exercisable according to Section 1.2.1 hereof the terms of the Plan, and at such times and under such conditions as determined by the Administrator and set forth in the Option Agreement. An Option may not be exercised by for a fraction of a Share. An Option shall be deemed to be exercised when the Representative Company receives: (I) written notice of exercise, together with such other documentation as the Administrator and the broker, if applicable, shall require to all (at any time) or any part (from time to time) effect an exercise of the Option Securities within 45 days after (all in accordance with the Effective DateOption Agreement) from the person entitled to exercise the Option, and (II) full payment for the Shares with respect to which the Option is exercised. The purchase price to be paid per Full payment may consist of any consideration and method of payment authorized by the Administrator and permitted by the Option Share Agreement and accompanying the Plan. Shares issued upon exercise of an Option Warrants shall be equal issued in the name of the Optionee or, if requested by the Optionee, in the name of the Optionee and his or her spouse. Until the stock certificate evidencing such Shares is issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a Stockholder shall exist with respect to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Securities prior to Optioned Stock, notwithstanding the exercise of the Over-allotment Option. The Over-allotment Company shall issue (or cause to be issued) such stock certificate promptly after the Option granted hereby may is exercised. No adjustment will be exercised by made for a dividend or other right for which the giving of oral notice record date is prior to the Company from date the Representativestock certificate is issued, which must be confirmed except as provided in writing by overnight mail or facsimile or other electronic transmission setting forth Section 12 of the Plan. Exercising an Option in any manner shall decrease the number of Option Shares and accompanying Option Warrants to be purchased and the date and time thereafter available, both for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than one (1) Business Day after the date purposes of the notice or such other time as shall be agreed upon Plan and for sale under the Option, by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Shares as to which the Option Shares and accompanying Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriteris exercised.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Additional Shares within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Securities Additional Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must shall be confirmed in writing by overnight mail or facsimile or other electronic transmission transmission, setting forth the number of Option Additional Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Additional Shares (the “Option Closing Date”), which shall not be later than one five (15) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Representative’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesAdditional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Additional Shares and accompanying Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Additional Shares and accompanying Option Warrants then being purchased that the number of Firm Shares as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

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

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

Exercise of Option. The Over-allotment Underwriter Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares within 45 forty-five (45) days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereofDate (as defined below). The Underwriters shall not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Underwriter Option. The Over-allotment Underwriter Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which shall not be later than one five (15) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Underwriter Option with respect to all or any portion of the Option SecuritiesShares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Additional Shares within 45 days after the Effective DateClosing Date from the date hereof. The purchase price to be paid per Option Additional Share and accompanying Option Warrants shall be equal to the price per Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters Representative shall not be under any obligation to purchase any Option Securities Additional Shares prior to the exercise of the Over-allotment Option. The Over-Over- allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission transmission, setting forth the number of Option Additional Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Additional Shares (the “Option Closing Date”), which shall not be later than one two (12) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Additional Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesAdditional Shares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Representative, and the Representative shall purchase, the number of Option Additional Shares and accompanying Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriternotice.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(a)(iii)(A) hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) for any number of the Option Securities Shares within 45 days after the Effective Closing Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters Underwriter shall not be under any obligation to purchase any of the Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing within 24 hours by overnight mail or email or facsimile or other electronic transmission (the “Option Notice”) setting forth the number of the Option Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which shall not be later than one five (15) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of Representative Underwriter Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the noticeOption Notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, Shares subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Underwriter the number of the Option Shares and accompanying Option Warrants specified in such notice the Option Notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriter shall purchase that portion of the total number of the Option Shares and accompanying Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares within 45 30 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereofprice. The Underwriters shall not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which shall not be later than one five (15) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants then being purchased that the number of Firm Shares as set forth in on Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares (except as otherwise agreed to by the Underwriters).

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares on or within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which shall not be later than one (1) full Business Day Days after the date of the notice and the written confirmation or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the noticenotice and the written confirmation. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying Option Warrants specified in such notice and the written confirmation and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that pro-rata portion of the total number of Option Shares and accompanying Option Warrants then being purchased with reference to the number of shares as set forth in “Number of Additional Shares to be Purchased if the Over-Allotment Option is Fully Exercised” on Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(a)(iii)(A) hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) for any number of the Option Securities within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters Underwriter shall not be under any obligation to purchase any of the Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or email or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than one two (12) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of Representative the Underwriter Counsel or at such other place (including remotely by facsimile facsimile, email or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for the Option Securities does not occur on the Closing Date, the an Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, Securities subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Underwriter the number of Option Shares and accompanying Option Warrants Securities specified in such notice notice; and (ii) each of the Underwriters, acting severally and not jointly, Underwriter shall purchase that portion of the total number of Option Shares and accompanying Option Warrants Securities then being purchased as set forth in Schedule 1 opposite the name of the Underwriter, subject to such adjustments as the Underwriter, in its sole discretion, shall determine.

Exercise of Option. The Over-allotment Subject to the earlier expiration of this Option granted pursuant to Section 1.2.1 hereof as herein provided, this Option may be exercised by Employee submitting online or phone instructions to the Representative as to all stock brokerage or other financial or administrative services firm designated by the Company (the “Stock Plan Administrator”) at any time) or any part (time and from time to time) of the time after this Option Securities within 45 days after the Effective Datebecomes exercisable. The purchase price to of the shares of Stock for this Option and Tax-Related Items (as defined in Section 9 of this Agreement) shall be paid per Option Share and accompanying Option Warrants shall be in full at the time of exercise (a) in cash (including by check, bank draft or money order delivered to the Company’s Stock Plan Administrator), (b) by delivering to the Company’s Stock Plan Administrator shares of Stock having a Fair Market Value equal to the Firm Share purchase price, (c) through a simultaneous sale through the Company’s Stock Plan Administrator of shares of Stock acquired upon exercise; or (d) by a combination of the above. No fraction of a share of Stock shall be issued by the Company’s Stock Plan Administrator upon exercise of an Option or accepted by the administrator in payment of the purchase price set forth thereof; rather, any remaining balance of sale proceeds over the purchase price and taxes withheld shall be paid to Employee, subject to any applicable laws. Notwithstanding any provision in Section 1.1.1(iithe Agreement, the Company, in its sole discretion, may require that Employee (or in the event of Employee’s death, Employee’s legal representative, as the case may be) hereofexercise this Option by a means of a simultaneous sale through the Company’s Stock Plan Administrator of shares of Stock acquired upon exercise, or may require Employee to sell any shares of Stock acquired under the Plan immediately or within a specified period following Employee’s termination of employment (in which case, Employee hereby agrees that the Company shall have the authority to issue sale instructions in relation to such shares of Stock on Employee’s behalf pursuant to this authorization). The Underwriters In no event shall not this Option be under any obligation to purchase any Option Securities exercisable prior to the exercise expiration of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company six (6) months from the Representative, which must be confirmed in writing by overnight mail Grant Date or facsimile or other electronic transmission setting forth after the number expiration of Option Shares and accompanying Option Warrants to be purchased and ten (10) years from the date and time for delivery of and payment for the Option Securities Grant Date (the “Option Closing Expiration Date”), which shall not be later than one (1) Business Day after . If the date Expiration Date or the last day of the notice or applicable period provided in Section 6 below occurs on a date when the stock market is closed, this Option must be exercised prior to the market close on the last stock market trading day preceding such other time as date. Any Option not exercised by such date shall be agreed upon by the Company automatically be cancelled and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriterforfeited.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereofdate of this Agreement. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than one five (15) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares and/or Option Warrants within 45 days after the effective date (the “Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to ”) of the Firm Share purchase price set forth in Section 1.1.1(ii) hereofRegistration Statement. The Underwriters shall not be under any obligation to purchase any Option Securities Shares or Option Warrants prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares and/or Option Warrants (the “Option Closing Date”), which shall not be earlier than two (2) full Business Days or later than one five (15) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares and/or Option Warrants does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares and/or Option Warrants, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

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

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Additional Securities within 45 days after the Effective Date. The purchase price to be paid per Option Additional Share and accompanying Option Warrants shall be equal to the price per Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Additional Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants Additional Securities to be purchased and the date and time for delivery of and payment for the Option Additional Securities (the “Option Closing Date”), which shall not be later than one five (15) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Representative’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Additional Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Additional Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying Option Warrants Additional Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants Additional Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the any combination of Option Securities within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares, Option Preferred Shares and accompanying and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than one three (13) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares, Option Preferred Shares and accompanying and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares, Option Preferred Shares and accompanying and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares and/or Option Warrants within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares and/or Option Warrants (the “Option Closing Date”), which shall not be later no sooner than one (1) nor later than five (5) Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares and/or Option Warrants does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares and/or Option Warrants, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

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

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Securities Shares within 45 thirty (30) days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which shall not be later earlier than one (1) the Closing Date nor earlier than the first Business Day after the date of on which the notice option shall have been exercised or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of Representative Representatives’ Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

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

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares within 45 days after the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 below). The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereofprice. The Underwriters shall not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must shall be confirmed in writing by overnight mail or facsimile or other electronic transmission transmission, setting forth the number of Option Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which shall not be later than one (1) Business Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel Representative’s Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying Option Warrants specified in such notice notice, and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants then being purchased that the number of Firm Shares as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof this Agreement may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the Option Securities Shares within 45 30 days after the Effective Closing Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters Underwriter shall not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or facsimile or other same day electronic transmission setting forth the number of Option Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which shall not be later than one two (12) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of Representative Counsel Underwriter Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Underwriter the number of Option Shares and accompanying Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriter shall purchase that portion of the total number of Option Shares and accompanying Option Warrants then being purchased as set forth in Schedule 1 opposite the name of the Underwriter, subject, in each case, to such adjustments as the Underwriter, in its sole discretion, shall determine.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the Option Securities within 45 thirty (30) days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters Underwriter shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be earlier than two (2) Business Days nor later than one three (13) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of Representative Underwriter’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters Underwriter the number of Option Shares and accompanying Option Warrants Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriter shall purchase that portion of the total number of Option Shares and accompanying Option Warrants then being purchased as set forth Securities specified in Schedule 1 opposite the name of such Underwriternotice.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Underwriters as to all (or any part of the Option Shares at any time) or any part (, from time to time, within forty-five (45) days after the effective date ("Effective Date") of the Option Securities within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereofRegistration Statement (as hereinafter defined). The Underwriters shall will not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriters, which must be confirmed in writing within one (1) business day by overnight mail a letter or facsimile or other electronic transmission telecopy setting forth the number of Option Shares and accompanying Option Warrants to be purchased and purchased, the date and time for delivery of and payment for the Option Securities (Shares and stating that the “Option Shares referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares. If such notice is given at least two full business days prior to the Closing Date”), which shall the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than one (1) Business Day three full business days after the date of the notice or such other time as shall be agreed upon by notice, unless the Underwriters and the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed agree upon by the Company and the Representativean earlier date. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Shares will be as set forth in the noticenotice (hereinafter the "Option Closing Date"). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares and accompanying Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriternotice.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares within 45 days after the effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 below). The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to 93% of the per Firm Share purchase price set forth in Section 1.1.1(ii) hereofpublic offering price. The Underwriters shall not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which shall not be later than one two (12) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants then being purchased that the number of Option Shares as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Option Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof 1(c) may be exercised by the Representative Representative, as to all (at any time) or any part (from time to time) of the Option Securities Units or Option Shares and/or Option Warrants within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall will not be under any obligation to purchase any of such Option Securities prior to Units and/or Option Shares and/or Option Warrants before the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or email or facsimile or other electronic transmission setting forth the number of Option Units, or Option Shares and accompanying and/or Option Warrants to be purchased and the date and time for delivery of and payment for the such Option Securities (the “Option Closing Date”)Securities, which shall will not be later than one five (15) Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the such Option Securities does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Securities will be as set forth in the noticenotice (hereinafter the "Option Closing Date"). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares and accompanying Option Warrants Securities specified in such notice and (ii) notice. If any Option Securities are to be purchased, each of the UnderwritersUnderwriter agrees, acting severally and not jointly, shall to purchase the number of Option Securities (subject to such adjustments to eliminate fractional securities as the Representative may determine) that portion bears the same proportion to the number of Firm Securities to be purchased by it as set forth on Schedule A opposite such Underwriter's name as the total number of Option Shares and accompanying Option Warrants then being Securities to be purchased as set forth in Schedule 1 opposite bears to the name total number of such UnderwriterFirm Securities.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal Prior to the Firm Share purchase price set forth expiration of Option Period, ALIMERA may exercise the option by notifying EMORY in Section 1.1.1(iiwriting that it is exercising its option (“Notice of Exercise”) hereofand concurrently providing a proposed development plan and proposed diligence milestones for the development and commercialization of Licensed Products in the Optioned Field of Use (“Option Proposal”). The Underwriters EMORY and ALIMERA shall not be under any obligation negotiate in good faith and agree upon a development plan and diligence milestones with respect to purchase any such Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeProposal, which must will be confirmed included, along with the Amendment Terms, in writing an amendment to this Agreement executed by overnight mail or facsimile or other electronic transmission setting forth both parties. If ALIMERA and EMORY have not executed the number of amendment contemplated by this Article 2.5 for such Option Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than one (1) Business Day Proposal within [*] after the date of the notice corresponding Notice of Exercise is first presented to EMORY (or such other time as shall be a longer period if mutually agreed upon by the Company parties), either party may discontinue negotiations with respect to such Option Proposal and amendment; provided, however, that so long as ALIMERA continues to pay the Representativeoption maintenance fee to the extent required by Article 2.4 above, at ALIMERA may submit additional Notices of Exercise (along with different Option Proposals) until the offices earlier of Representative Counsel (i) the date on which ALIMERA and EMORY execute an amendment to this Agreement in connection with a Notice of Exercise and (ii) the end of the Option Period. If ALIMERA chooses to not exercise its option during the Option Period or at such other place if no amendment as contemplated by this Article 2.5 is executed by the parties within [*] after the end of the Option Period (including remotely by facsimile or other electronic transmission) as shall be a longer period if mutually agreed upon by the Company parties), EMORY shall be free to license the Licensed Patents and the Representative. If such delivery and payment for Licensed Technology within the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise Optioned Field of the Over-allotment Option with respect Use to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriterthird parties.

Exercise of Option. The Over-allotment Option granted Unless terminated pursuant to Section 1.2.1 hereof 7 hereof, the Option may be exercised by the Representative as to all not more than the Annual Option Vesting Amount of the aggregate number of Common Shares originally subject thereto commencing on the first Annual Vesting Date following the date of grant. Thereafter, on each Annual Vesting Date and until the expiration of the term of this Agreement (unless earlier terminated or canceled as provided in this Agreement), the Option may be exercised for an additional Annual Option Vesting Amount. To the extent that Schedule A provides for amounts or schedules of vesting that conflict with the provisions of this paragraph, the provisions of Schedule A will govern. The right to purchase Common Shares pursuant to the Option shall be cumulative. If the full number of Common Shares available for purchase under the Option, to the extent the Option is vested, has not been purchased, the balance may be purchased at any time) time or any part (from time to time) time thereafter, but prior to the termination of such Option. The Option shall not, however, be exercisable after the expiration thereof; and except as provided in Section 7 hereof, the Option shall not be exercisable unless the Employee is an employee of the Company at the time of exercise. The holder of the Option Securities within 45 days after the Effective Date. The purchase price shall not have any rights to be paid per Option Share and accompanying Option Warrants shall be equal dividends or any other rights of a shareholder with respect to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Securities prior Common Shares subject to the Option until such Common Shares shall have been issued to him (as evidenced by the appropriate entry on the books of a duly authorized transfer agent of the Company), upon the purchase of such Common Shares through exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by Notwithstanding the giving of oral notice foregoing or anything to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than one (1) Business Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions contrary set forth herein, (i) upon the occurrence of a Change in Control of the Company, the Option shall become vested and immediately exercisable in full. For purposes of this Agreement, a “Change in Control” of the Company shall become obligated to sell to means the Underwriters the number occurrence of Option Shares and accompanying Option Warrants specified in such notice and (ii) each one of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.following events:

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Additional Securities within 45 days after the Effective Date. The purchase price to be paid per Option Additional Share and accompanying Option shall be equal to the price per Firm Share set forth in Section 1.1.1(ii) hereof. The purchase price to be paid per Additional Warrants shall be equal to the price per Firm Share purchase price Warrant set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Additional Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants Additional Securities to be purchased and the date and time for delivery of and payment for the Option Additional Securities (the “Option Closing Date”), which shall not be later than one five (15) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Additional Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Additional Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying Option Warrants Additional Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants Additional Securities then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Additional Securities within 45 days after the Effective Date. The purchase price to be paid per Option Additional Share and accompanying Option Warrants shall be equal to the price per Firm Share set forth in Section 1.1.1(ii) hereof. The purchase price to be paid per Additional Warrant shall be equal to the price per Firm Warrant set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Additional Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants Additional Securities to be purchased and the date and time for delivery of and payment for the Option Additional Securities (the “Option Closing Date”), which such Option Closing Date shall not be later than one five (15) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Additional Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Additional Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying Option Warrants Additional Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants Additional Securities then being purchased that the number of Firm Securities as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Securities, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities ADSs within 45 forty-five (45) days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Securities ADSs prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission from the Representative to the Company setting forth the number of Option Shares and accompanying Option Warrants ADSs to be purchased and the date and time for delivery of and payment for the Option Securities ADSs (the “Option Closing Date”), which shall not be later than one five (15) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities ADSs does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesADSs, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying Option Warrants ADSs specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants ADSs then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(a)(iii)(A) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) for any number of the Option Securities ADSs within 45 30 days after the Effective Closing Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any of the Option Securities ADSs prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing within 24 hours by overnight mail or email or facsimile or other electronic transmission (the “Option Notice”) setting forth the number of the Option Shares and accompanying Option Warrants ADSs to be purchased and the date and time for delivery of and payment for the Option Securities ADSs (the “Option Closing Date”), which shall not be later than one five (15) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Underwriter Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities ADSs does not occur on the Closing Date, the Option Closing Date will be as set forth in the noticeOption Notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, ADSs subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of the Option Shares and accompanying Option Warrants ADSs specified in such notice the Option Notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriters shall purchase that portion of the total number of the Option Shares and accompanying Option Warrants then being purchased ADSs as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm ADSs.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 1(a)(iii)(A) hereof may be exercised by the Representative r as to all (at any time) or any part (from time to time) for any number of the Option Securities Shares within 45 days after the Effective Closing Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any of the Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing within 24 hours by overnight mail or email or facsimile or other electronic transmission (the “Option Notice”) setting forth the number of the Option Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which shall not be later than one five (15) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Underwriter Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the noticeOption Notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, Shares subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of the Option Shares and accompanying Option Warrants specified in such notice the Option Notice and (ii) each of the Underwriters, acting severally and not jointly, Underwriters shall purchase that portion of the total number of the Option Shares and accompanying Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the Option Securities Shares within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which shall not be later than one the third (13rd) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of Representative Underwriter’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares and/or Option Warrants in any combination thereof within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share Purchase Price. The purchase price set forth in Section 1.1.1(ii) hereofto be paid per Option Warrant shall be equal to the Warrant Purchase Price. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than one two (12) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Underwriter Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying Option Warrants Securities specified in such notice and notice, (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants then being purchased that the number of Firm Shares as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares and (iii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Warrants then being purchased as set forth in Schedule 1, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Additional Securities within 45 days after the Effective Date. The purchase price to be paid per Option Additional Warrant shall be equal to $0.01 per Additional Warrant. The purchase price to be paid per Additional Share and accompanying Option Warrants shall be equal to the price per Firm Share Security set forth in Section 1.1.1(ii) hereof, less the price per Warrant. The purchase price for the Additional Securities that include both Additional Warrants and Additional Shares shall be equal to the price per Firm Security set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Additional Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission transmission, setting forth the number of Option Shares and accompanying Option Warrants Additional Securities to be purchased and the date and time for delivery of and payment for the Option Additional Securities (the “Option Closing Date”), which shall not be later than one five (15) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Additional Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Additional Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying Option Warrants Additional Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants Additional Securities then being purchased as which the number of Firm Securities set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Securities, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares within 45 forty-five (45) days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to date of the Firm Share purchase price set forth in Section 1.1.1(ii) hereofProspectus (as defined below). The Underwriters shall not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which shall not be later than one two (12) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the any combination of Option Securities within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Preferred Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than one five (15) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Preferred Shares and accompanying Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Preferred Shares and accompanying Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

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

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

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereofdate of this Agreement. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than one five (15) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying and/or Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) date hereof. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number and form of Option Shares and accompanying Option Warrants Securities to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than one two (12) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying Option Warrants Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants Securities then being purchased as set forth in Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Securities, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Notwithstanding anything to the contrary in the foregoing, in any Over-allotment Exercise, the Underwriters may purchase full Option Units, or only Option Shares and/or Option Warrants, or any combination of Option Shares and Option Warrants. If Option Shares are purchased, the price shall equal the price per Firm Unit set forth in Section 1.1.1 above less $0.01, and the purchase price per Option Warrant shall be $0.01.The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants Units to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than one (1) Business Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying Option Warrants Units specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants Units then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares within 45 days after of the Effective Closing Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Securities Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities Shares (the “Option Closing Date”), which shall not be later than one two (12) Business Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities Shares does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option SecuritiesShares, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Securities Shares and/or the Option Warrants, in any combination thereof, within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price. The purchase price set forth in Section 1.1.1(ii) hereofto be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying and/or Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than one five (15) full Business Day Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Date, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying and/or Option Warrants specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants then being purchased that the number of Firm Units as set forth in on Schedule 1 opposite the name of such UnderwriterUnderwriter bears to the total number of Firm Units (except as otherwise agreed to by the Underwriters).

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the Option Securities within 45 forty-five (45) days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters Underwriter shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and and, where relevant, the payment for the Option Securities Shares and/or the pre-funded exercise price for the Pre-Funded Option Warrants (the each, an “Option Closing Date”), which shall not be later than one (1) Business Day after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of Representative Underwriter’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and and, where relevant, payment for the Option Securities Shares and/or the pre-funded exercise price for the pre-funded Option Warrants does not occur on the Closing Date, the each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, (i) the Company shall Underwriter will become obligated to sell to the Underwriters purchase, the number of Option Shares and accompanying Option Warrants Securities specified in such notice and (ii) each of the Underwriters, acting severally and not jointly, shall purchase that portion of the total number of Option Shares and accompanying Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriternotice.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1.2.1 hereof may be exercised by the Representative on behalf of the Underwriters as to all (at any time) or any part (from time to time) of the Option Securities Units within 45 days after the Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall will not be under any obligation to purchase any Option Securities Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants Units to be purchased and the date and time for delivery of and payment for the Option Securities (Units. If such notice is given two full business days prior to the “Option Closing Date”), which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, delivery of and payment for the Option Units shall not be later than one (1) Business Day made at 10:00 a.m., New York time, on the third full business day after the date of the notice or such other time as shall be agreed upon by the Company Representative and the RepresentativeCompany, at the offices of the Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company Representative and the RepresentativeCompany. If such delivery and payment for the Option Securities Units does not occur on the Closing Date, the date and time of the closing for such Option Closing Date Units will be as set forth in the noticenotice (hereinafter "Option Closing Date"). Upon exercise of the Over-allotment Option with respect Option, the Company will become obligated to all or any portion of convey to the Option SecuritiesUnderwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriters purchase, the number of Option Shares and accompanying Option Warrants Units specified in such notice and (ii) notice. Such Option Units shall be purchased for the account of each of Underwriter in whatever proportion the Underwriters, acting severally and not jointly, Representative shall purchase that portion of the total number of Option Shares and accompanying Option Warrants then being purchased as set forth in Schedule 1 opposite the name of such Underwriterdetermine.

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

Exercise of Option. The Over-allotment Option granted pursuant Subject to Section 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) terms of the Option Securities within 45 days after the Effective Date. The purchase price to be paid per Option Share Plan and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters shall not be under any obligation to purchase any Option Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for the Option Securities (the “Option Closing Date”), which shall not be later than one (1) Business Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Securities does not occur on the Closing Datethis Agreement, the Option Closing Date will be shall become exercisable on the date or dates, and subject to such conditions, as are set forth on Schedule A attached hereto. To the extent that the Option is exercisable and not exercised, the Option shall accumulate and be exercisable by the Participant in the notice. Upon exercise whole or in part at any time prior to expiration of the Over-allotment Option with respect to all or any portion of the Option SecuritiesOption, subject to the terms of the Plan and this Agreement. The Participant expressly acknowledges that the Option may vest and be exercisable only upon such terms and conditions set forth hereinas are provided in this Agreement and the Plan. In addition, notwithstanding any other provision of the Agreement to the contrary, in the event that the Participant has entered into an employment agreement or similar agreement with the Company that provides for vesting of the Option in whole or in part upon the occurrence of a change in control or termination of employment under certain conditions or other event(s), the Participant shall be entitled to the greater of the benefits provided under the employment agreement or similar agreement or this Agreement, and such employment agreement or similar agreement shall not be construed to reduce in any way the benefits otherwise provided to the Participant under this Agreement, or vice versa. Upon the exercise of an Option in whole or in part and payment of the Option Price in accordance with the provisions of the Plan and this Agreement, the Company shall, as soon thereafter as practicable, deliver to the Participant a certificate or certificates for the Shares purchased. Payment of the Option Price may be made (i) in cash or by cash equivalent; and, except where prohibited by the Company shall become obligated to sell to the Underwriters the number of Option Shares and accompanying Option Warrants specified in such notice and Administrator or Applicable Law, payment may also be made (ii) each by delivery (by either actual delivery or attestation) of shares of Common Stock owned by the Participant for such time period, if any, as may be determined by the Administrator; (iii) by shares of Common Stock withheld upon exercise but only if and to the extent that payment by such method does not result in variable accounting or other accounting consequences deemed unacceptable to the Company; (iv) by delivery of written notice of exercise to the Company and delivery to a broker of written notice of exercise and irrevocable instructions to promptly deliver to the Company the amount of sale or loan proceeds to pay the Option Price; (v) by such other payment methods as may be approved by the Administrator and which are acceptable under Applicable Law; or (vi) by any combination of the Underwriters, acting severally and not jointly, shall purchase that portion foregoing methods. Shares delivered or withheld in payment of the total number Option Price shall be valued at their Fair Market Value on the date of Option Shares and accompanying Option Warrants then being purchased as set forth exercise, determined in Schedule 1 opposite accordance with the name terms of such Underwriterthe Plan.

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