Common use of Option Securities Clause in Contracts

Option Securities. If the Issuer shall issue, sell, distribute or otherwise grant in any manner any rights to subscribe for or to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securities.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company and the Selling Shareholders, distribute or otherwise acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 320,250 shares of Common Stock, as set forth in any manner any rights to subscribe for or to purchaseSchedule B, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and at the price per share set forth in Schedule G, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which common stock is issuable upon the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of such Option Securities said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase that proportion of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to acquire Convertible the total number of Initial Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior subject in each case to such issuanceadjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, saleand each of the Company and the Selling Shareholders, distribution or grantacting severally and not jointly, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange will sell that proportion of the total maximum amount number of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the date Company or such Selling Shareholder bears to the total number of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Initial Securities.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, selleach of the Selling Stockholders, distribute or otherwise grant in any manner any rights severally and not jointly, hereby grants an option to subscribe for or the Underwriters, severally and not jointly, to purchase, or any warrants or options for purchase up to the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such respective numbers of Option Securities or set forth opposite the rights to convert or exchange any such Convertible Securities in respect names of such Option Securities are immediately exercisable, and Selling Stockholder in Exhibit H hereto at a price per share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per share for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared, paid or payable by the Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon written notice by the Representatives to the Company and the Selling Stockholders setting forth the number of Option Securities as to which common stock is issuable upon the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be earlier than two full business days after the exercise of such Option Securities option (unless such option is exercised concurrently with the Closing Date) or upon conversion later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount of additional consideration payable Selling Stockholders, severally and not jointly, will sell to the Issuer upon Underwriters that proportion of the exercise of all such Option Securities, plus, in the case total number of Option Securities to acquire Convertible Securities, then being purchased which the minimum aggregate amount number of additional consideration, if any, payable upon Option Securities set forth in Exhibit H opposite the issuance or sale name of such Convertible Securities and upon the conversion or exchange thereof, by (ii) Selling Stockholder bears to the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon set forth in Exhibit H, and each of the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuanceUnderwriters, saleacting severally and not jointly, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange will purchase that proportion of the total maximum amount number of Option Securities then being purchased as the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Convertible Underwriter bears to the total number of Initial Securities, plus any additional number of Initial Securities issuable upon which such Underwriter may become obligated to purchase pursuant to the exercise provisions of Section 10 hereof, subject in each case to such Option adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, provided that the total number of Securities shall not be deemed to have been issued as of the date of granting of reduced by such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesadjustment.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, selleach of the Selling Shareholders indicated on Schedule C hereto hereby grants an option to the U.S. Underwriters, distribute or otherwise grant severally and not jointly, to purchase up to the additional number of Common Shares set forth in any manner any rights to subscribe for or to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and Schedule C at the price per share set forth in Schedule B. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which common stock is issuable may be made in connection with the offering and distribution of the Initial U.S. Securities upon notice by the U.S. Representatives to the Selling Shareholders setting forth the number of Option U.S. Securities as to which the several U.S. Underwriters are then exercising the option and the U.S. time and date of payment and delivery for such Option U.S. Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the U.S. Representatives, but shall not be earlier than two nor later than seven full business days after the exercise of such said option in writing, nor in any event prior to the Closing Time. If the option is exercised as to all or any portion of the Option U.S. Securities, each of the U.S. Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option U.S. Securities or upon conversion or exchange then being purchased which the number of Initial U.S. Securities set forth in Schedule A opposite the name of such Convertible Securities in respect U.S. Underwriter bears to the total number of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Initial U.S. Securities, plus subject in each case to such adjustments as the minimum aggregate amount U.S. Representatives in their discretion shall make to eliminate any sales or purchases of additional consideration payable fractional shares. If the option is exercised as to less than all of the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible U.S. Securities, the minimum aggregate amount Selling Shareholders will sell additional Common Shares to the U.S. Underwriters pro rata on the basis of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided Shares set forth in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securities.Schedule C.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Selling Shareholders, distribute or otherwise acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 750,000 shares of Common Stock, as set forth in any manner any rights to subscribe for or to purchaseSchedule B, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and at the price per share set forth in Schedule C, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time on one or more occasions only for the purpose of covering overallotments which common stock is issuable may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of such Option Securities said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, agrees to purchase from each Selling Shareholder, at the price per share set forth in Schedule C, that proportion of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case number of Option Securities being sold by such Selling Shareholder which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to acquire Convertible the total number of Initial Securities, subject in each case to such adjustments as the minimum aggregate amount Representatives in their discretion shall make to eliminate any sales or purchases of additional considerationfractional shares. If less than all of the Option Securities are to be sold, if any, payable upon Option Securities will be sold by the issuance or sale of such Convertible Securities and upon Selling Shareholders on a pro rata basis in accordance with the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided set forth in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securities.Schedule B.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company hereby grants an option to the Underwriters, distribute severally and not jointly, to purchase all (at any time) or otherwise grant any portion (from time to time) of the Option Securities, which may be purchased in any manner any rights to subscribe for or to purchasecombination of Common Shares and/or Warrants, or any warrants or options for at the purchase ofprice of US$[ ] per Common Share, common stock less an amount per share equal to any dividends or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities" , US$[ ] per Pre-Funded Warrant, and such convertible US$0.01 per Class D Warrant. The option hereby granted will expire 45 days after the Closing Time and may be exercised in whole or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such in part from time to time upon written notice by the Representative to the Company setting forth the number of Option Securities or as to which the rights to convert or exchange any such Convertible Securities in respect of such Option Securities several Underwriters are immediately exercisable, then exercising the option and the price per share time and date of payment and delivery for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, plus but shall not be earlier than three full business days after delivery of such notice or later than seven full business days after the minimum aggregate amount delivery of additional consideration payable such notice, nor in any event prior to the Issuer upon Closing Time, as hereinafter defined. If the exercise option is exercised as to all or any portion of all such the Option Securities, pluseach of the Underwriters, in acting severally and not jointly, will purchase that proportion of the case total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to acquire Convertible the total number of Initial Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior subject in each case to such issuance, sale, distribution adjustments as the Representative in its discretion shall make to eliminate any sales or grant, then, for purposes purchases of subsection (b) above, the total maximum number of fractional shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitieswarrants.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Partnership hereby grants an option to the Underwriters, distribute or otherwise grant severally and not jointly, to purchase up to 900,000 Units at a price per share equal to the Purchase Price referred to in any manner any rights to subscribe for or to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and Section 2(a) above; provided that the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per share equal to have been issued as any dividends or distributions declared by the Partnership and payable or paid on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of granting payment and delivery for such Option Securities. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters that number of Option Securities as to which the Underwriters are exercising the Option, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A opposite the name of such Option Underwriter, plus any additional number of Initial Securities and thereafter which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representative in their discretion shall be deemed make to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment eliminate any sales or purchases of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company hereby grants an option to the Underwriters, distribute or otherwise grant severally and not jointly, to purchase up to the respective numbers of Option Securities set forth opposite the name of the respective Underwriters in any manner any rights to subscribe for or to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock Exhibit A (such rights, warrants or options being herein called "under Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or ) hereto at a price per share equal to the rights Purchase Price referred to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and Section 2(a) above; provided that the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per share equal to have been issued as any dividends or distributions declared, paid or payable by the Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of granting payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A opposite the name of such Option Underwriter, plus any additional number of Initial Securities and thereafter which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representative in its discretion shall be deemed make to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment eliminate any sales or purchases of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company hereby grants an option to the Underwriters, distribute or otherwise grant in any manner any rights severally and not jointly, to subscribe for or purchase up to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such an aggregate of 2,250,000 Option Securities or at a price per share equal to the rights Purchase Price referred to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and Section 2(a) above; provided that the price per share for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared, paid or payable by the Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which common stock is issuable may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of such Option Securities said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable Company will sell to the Issuer upon Underwriters the exercise total number of all such Option SecuritiesSecurities then being purchased and each Underwriter agrees, plusseverally and not jointly, in to purchase the case number of Option Securities that bears the same proportion to the total number of Option Securities to acquire Convertible be purchased as the number of Initial Securities set forth on Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior subject in each case to such issuance, sale, distribution adjustments as the Representative in its discretion shall make to eliminate any sales or grant, then, for purposes purchases of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 2,595,000 Ordinary Shares, as set forth in Schedule B, at the price per share set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 30 calendar days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representatives to the Selling Shareholder setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the Issuer shall issue, sell, distribute or otherwise grant in any manner any rights option is exercised as to subscribe for or to purchase, all or any warrants or options for portion of the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" , each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such convertible Underwriter bears to the total number of Initial Securities, subject, in each case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or exchangeable stock or securities being herein called "Convertible Securities"purchases of fractional shares. Delivery of the Option Securities by the Selling Shareholder shall be made by way of the following steps: (i) the cancellation of the depositary receipts representing the Option Securities by the CS Depositary Nominee, as nominee of Computershare Trustees (Jersey) Limited, (ii) the transfer of the Option Securities from the CS Depositary Nominee to Cede & Co. (as nominee for DTC), whether or not such (iii) the registration of the Option Securities or in the rights to convert or exchange any such Convertible Securities in respect name of Cede & Co., and (iv) the crediting of such Option Securities are immediately exercisable, and on the price per share for which common stock is issuable upon the exercise books of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable DTC to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange respective accounts of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible SecuritiesUnderwriters.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company, distribute or otherwise grant in any manner any rights hereby grants an option to subscribe for or the Underwriters, severally and not jointly, to purchase, or any warrants or options for purchase up to the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such respective numbers of Option Securities or set forth opposite the rights name of the Company on Exhibit H hereto at a price per share equal to convert or exchange any such Convertible Securities the Purchase Price referred to in respect of such Option Securities are immediately exercisable, and Section 2(a) above; provided that the price per share for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared, paid or payable by the Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which common stock is issuable upon the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be earlier than two full business days after the exercise of such Option Securities option (unless such option is exercised concurrently with the Closing Date) or upon conversion later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable Company will sell to the Issuer upon Underwriters that proportion of the exercise of all such Option Securities, plus, in the case total number of Option Securities then being purchased which the number of Option Securities set forth in Exhibit G opposite the name of the Company bears to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon set forth in Exhibit G, and each of the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuanceUnderwriters, saleacting severally and not jointly, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange will purchase that proportion of the total maximum amount number of Option Securities then being purchased as the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Convertible Underwriter bears to the total number of Initial Securities, plus any additional number of Initial Securities issuable upon which such Underwriter may become obligated to purchase pursuant to the exercise provisions of Section 10 hereof, subject in each case to such Option adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares, provided that the total number of Securities shall not be deemed to have been issued as of the date of granting of reduced by such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesadjustment.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, selleach of the Selling Stockholders named in Exhibit E hereto, distribute or otherwise grant in any manner any rights severally and not jointly, hereby grants an option to subscribe for or the Underwriters, severally and not jointly, to purchase, or any warrants or options for purchase up to the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such respective numbers of Option Securities or set forth in Exhibit E opposite the rights to convert or exchange any such Convertible Securities in respect names of such Option Securities are immediately exercisable, and Selling Stockholders at a price per share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per share equal to have been issued as any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Stockholders named in Exhibit E hereto setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of granting payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Selling Stockholders named in Exhibit E hereto, severally and not jointly, will sell to the Underwriters that proportion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Exhibit E opposite the name of such Selling Stockholder, bears to the total number of Option Securities set forth in Exhibit E, and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment each of the Exercise Price shall be made upon Underwriters, acting severally and not jointly, will purchase that proportion of the actual exercise total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A opposite the name of such Option Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or upon conversion or exchange purchases of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company hereby grants an option to the Underwriters, distribute or otherwise grant in any manner any rights severally and not jointly, to subscribe for or purchase up to purchasean additional 300,000 Option Securities and the Selling Shareholder hereby grants an option to the Underwriters, or any warrants or options for the severally and not jointly, to purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "up to an additional 300,000 Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisableeach case, and at the price per share set forth in Schedule C, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The options hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which common stock is issuable may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholder setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery for the Option Securities (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of such Option Securities or upon conversion or exchange said option, nor in any event prior to the Closing Time, as hereinafter defined. If the options are exercised as to only a portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount Company and the Selling Shareholder will sell their pro rata portion of additional consideration payable the Option Securities to be purchased by the Issuer upon Underwriters. If the exercise option is exercised as to all or any portion of all such the Option Securities, pluseach of the Underwriters, in acting severally and not jointly, will purchase that proportion of the case total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to acquire Convertible the total number of Initial Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior subject in each case to such issuance, sale, distribution adjustments as the Representatives in their discretion shall make to eliminate any sales or grant, then, for purposes purchases of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company and the Selling Shareholders, distribute or otherwise acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional _______ shares of Common Stock, as set forth in any manner any rights to subscribe for or to purchaseSchedule D, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which common stock is issuable may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of such Option Securities said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase that proportion of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to acquire Convertible the total number of Initial Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior subject in each case to such issuance, sale, distribution adjustments as the Representatives in their discretion shall make to eliminate any sales or grant, then, for purposes purchases of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securities.fractional shares

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company and the Selling Stockholders, distribute or otherwise acting severally and not jointly, hereby grant options to the Underwriters, severally and not jointly, to purchase up to an additional 384,750 shares of Common Stock, as set forth in any manner any rights to subscribe for or to purchaseSchedule B, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and at the price per share set forth in Schedule C, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The options hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Stockholders setting forth the number of Option Securities as to which common stock is issuable upon the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of such Option Securities said options, nor in any event prior to the Closing Time, as hereinafter defined. If the options are exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase that proportion of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to acquire Convertible the total number of Initial Securities, subject in each case to such adjustments as the minimum aggregate amount Representatives in their discretion shall make to eliminate any sales or purchases of additional considerationfractional shares. If the options are not exercised in full, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such then Option Securities or upon purchased by the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) Underwriters shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued purchased pro rata as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding among each Selling Stockholder and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible SecuritiesCompany.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties and other terms and conditions set forth in this Agreement, sellthe Company hereby grants an option to the Underwriters, distribute or otherwise grant in any manner any rights severally and not jointly, to subscribe for or purchase from the Company up to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such 330,579 Option Securities or at the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and Purchase Price per share; provided that the price Purchase Price per share for which common stock is issuable upon any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared, paid or payable by the exercise of Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the Execution Time and may be exercised in whole or in part from time to time in one or more (but not more than three) installments, including at the Closing Date, upon written notice by the Representative to the Company setting forth the number of Option Securities or upon conversion or exchange as to which the several Underwriters are then exercising the option to purchase and the time and date of payment and delivery for such Convertible Securities in respect Option Securities. Any such time and date of payment for and delivery of such Option Securities (an “Option Closing Date”) shall be determined by dividing the Representative, but shall not be later than seven full business days after the exercise of said option (i) unless postponed in accordance with the aggregate amountprovisions of Section 10), if any, received nor in any event prior to the Closing Date. If the option to purchase is exercised as to all or receivable by any portion of the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable Company will issue and sell to the Issuer upon Underwriters, severally and not jointly, and each of the exercise Underwriters, acting severally and not jointly, will purchase from the Company that proportion of all such Option Securities, plus, in the case total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to acquire Convertible purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior subject in each case to such issuance, sale, distribution adjustments as the Representative in its discretion shall make to eliminate any sales or grant, then, for purposes purchases of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company hereby grants an option to the Underwriters, distribute or otherwise grant in any manner any rights severally and not jointly, to subscribe for or to purchase, or any warrants or options for purchase the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or at a price per share equal to the rights Purchase Price referred to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and Section 2(a) above; provided that the price per share for any Option Securities shall be reduced by an amount per share equal to any dividends or distributions declared, paid or payable by the Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which common stock is issuable upon the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be earlier than two full business days after the exercise of such Option Securities option (unless such option is exercised concurrently with the Closing Date) or upon conversion later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10 hereof), nor in any event prior to the Closing Date. If the option is exercised as to all or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable Company will sell to the Issuer upon Underwriters that proportion of the exercise of all such Option Securities, plus, in the case total number of Option Securities to acquire Convertible Securitiesthen being purchased, and each of the minimum aggregate amount of additional considerationUnderwriters, if anyacting severally and not jointly, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange will purchase that proportion of the total maximum amount number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Convertible Underwriter, plus any additional number of Initial Securities issuable upon that such Underwriter may become obligated to purchase pursuant to the exercise provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such Option Securities adjustments as the Representatives in their discretion shall be deemed make to have been issued as eliminate any sales or purchases of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company grants an option to the Underwriters, distribute or otherwise grant in any manner any rights severally and not jointly, to subscribe for or purchase up to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or at a price per share equal to the rights Purchase Price referred to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and Section 2(a)(ii) above; provided that the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per share equal to have been issued as any dividends or distributions declared, paid or payable by the Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of granting payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A opposite the name of such Option Underwriter, plus any additional number of Initial Securities and thereafter which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall be deemed make to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment eliminate any sales or purchases of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If As soon as reasonably practicable after the Issuer Effective Time, each holder of an Option Security shall issue, sell, distribute or otherwise grant in any manner any rights to subscribe for or to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities receive in respect thereof an option (each, a "Substitute Option") to acquire shares of such Option Securities are immediately exercisableAcquiror Stock under Acquiror's 1995 Stock Incentive Plan. Under the terms of each Substitute Option, and the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (ix) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of Acquiror Stock subject to such Substitute Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than equal to the Fair Market Value per Share product of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (bA) above, the total maximum number of shares of common stock Company Stock previously subject to the related Option Security, multiplied by (B) the quotient of the Share Price divided by the Determination Price (such quotient, the "Option Exchange Ratio"), rounded down to the nearest whole share; and (y) the exercise price per share of Acquiror Stock subject to such Substitute Option shall be equal to the exercise price per share of Company Stock previously subject to the related Option Security divided by the Option Exchange Ratio, rounded up to the nearest cent. Each Substitute Option issued in respect of an Option Security shall have the following vesting schedule: (i) to the extent that the Option Security was exercisable with respect to any shares of Company Stock on the Closing Date, the Substitute Option shall be exercisable with respect to the applicable number of shares of Acquiror Stock determined pursuant to clause (x) above as of the Closing Date; (ii) to the extent that the Option Security would have been exercisable with respect to any shares of Company Stock on any date after the Closing Date and prior to the first anniversary of the Closing Date, the Substitute Option shall become exercisable on such date with respect to 25% of the number of shares of Acquiror Stock that were not issuable upon exercise as of the Closing Date; (iii) on the first anniversary of the Closing Date, the Substitute Option shall become exercisable with respect to a number of shares of Acquiror Stock equal to 25% of the number of shares of Acquiror Stock that were not issuable upon exercise as of the Closing Date; and (iv) on the second anniversary of the Closing Date, the Substitute Option shall become exercisable on such date with respect to all remaining shares of Acquiror Stock subject to such Substitute Option. Each Substitute Option shall provide for accelerated vesting in the event that the holder of such Substitute Option Securities is terminated by Acquiror or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon Surviving Corporation, other than for cause, after the exercise of such Option Securities Closing Date. A Person shall be deemed to have been issued terminated "for cause" if (i) the Person has committed a willful, serious act, such as fraud, conversion, embezzlement, falsifying records or reports, or a similar act against Acquiror or the Surviving Corporation intending to enrich himself at the expense of the date Acquiror or the Surviving Corporation, (ii) the Person has been guilty of granting willful, gross negligence in carrying out his duties, or (iii) the Person has been convicted of, or entered a plea of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per shareguilty, determined as provided aboveno contest or nolo contendere to, a felony crime involving moral turpitude. Except as otherwise provided set forth in subsection (e) belowthis Section 2.4, no additional adjustment each Substitute Option shall, to the extent permitted by Applicable Law, be subject to the terms and conditions of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible SecuritiesAcquiror's 1995 Stock Incentive Plan.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company hereby grants an option to the Underwriters, distribute or otherwise grant in any manner any rights severally and not jointly, to subscribe for or purchase up to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such 600,000 Option Securities or at a price per share equal to the rights Purchase Price referred to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and Section 2(a) above; provided that the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per share equal to have been issued as any dividends or distributions declared, paid or payable by the Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of granting payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A opposite the name of such Option Underwriter, plus any additional number of Initial Securities and thereafter which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall be deemed make to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment eliminate any sales or purchases of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Selling Shareholder hereby grants an option to the Underwriters, severally and not jointly, to purchase an aggregate of up to an additional 3,264,720 Ordinary Shares, as set forth in Schedule B, at the price per share set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representatives to the Selling Shareholder setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the Issuer shall issue, sell, distribute or otherwise grant in any manner any rights option is exercised as to subscribe for or to purchase, all or any warrants or options for portion of the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" , each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such convertible Underwriter bears to the total number of Initial Securities, subject, in each case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or exchangeable stock or securities being herein called "Convertible Securities"purchases of fractional shares. Delivery of the Option Securities by the Selling Shareholder shall be made by way of the following steps: (i) the transfer of legal title to the Initial Securities from the CS Depositary Nominee to Cede (as nominee for DTC), whether or not such (ii) the registration of the Option Securities or in the rights to convert or exchange any such Convertible Securities in respect name of Cede, (iii) the crediting of such Option Securities are immediately exercisableon the books of DTC to respective accounts of the Underwriters, and (iv) the price per share for which common stock is issuable upon cancellation of the exercise of such depositary receipts representing the Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined issued by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securities.GTU Ops Inc.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company hereby grants an option to the Underwriters, distribute or otherwise grant in any manner any rights severally and not jointly, to subscribe for or purchase up to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such respective numbers of Option Securities or set forth opposite the rights names of the Company in Exhibit H hereto at a price per share equal to convert or exchange any such Convertible Securities the price per Initial Security referred to in respect of such Option Securities are immediately exercisable, and Section 2(a) above; provided that the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per share equal to have been issued as any dividends or distributions declared, paid or payable by the Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of granting payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 11, nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Exhibit H opposite the name of the Company bears to the total number of Option Securities set forth in Exhibit H, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A opposite the name of such Option Underwriter, plus any additional number of Initial Securities and thereafter which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall be deemed make to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment eliminate any sales or purchases of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company hereby grants an option to the Underwriters, distribute or otherwise grant in any manner any rights to subscribe for or severally and not jointly, to purchase, or any warrants or options for in addition to the purchase ofInitial Securities, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such the amount of Option Securities or set forth opposite the rights to convert or exchange any such Convertible Securities in respect name of such Option Securities are immediately exercisable, and the Company on Schedule B at the price per share set forth in Schedule C, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which common stock is issuable may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of such Option Securities said option, nor in any event prior to the Closing Time, as hereinafter defined. If the options are exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase from the Company (a) that proportion of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case total number of Option Securities to acquire Convertible Securities, then being purchased from the minimum aggregate amount Company which the number of additional consideration, if any, payable upon Initial Securities set forth in Schedule A opposite the issuance or sale name of such Convertible Underwriter bears to the total number of Initial Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum any additional number of shares of common stock issuable upon the exercise of such Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, in each case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or upon conversion or exchange purchases of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Selling Shareholders, distribute or otherwise acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 443,512 shares of Common Stock, as set forth in any manner any rights to subscribe for or to purchaseSchedule B, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and at the price per share set forth in Schedule D, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which common stock is issuable may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representative(s) to the Company and the Selling Shareholderssetting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative(s), but shall not be later than seven full business days after the exercise of such Option Securities said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase that proportion of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to acquire Convertible the total number of Initial Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior subject in each case to such issuanceadjustments as the Representative(s) in their discretion shall make to eliminate any sales or purchases of fractional shares, saleand each of the Selling Shareholders, distribution or grantacting severally and not jointly, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange will sell that proportion of the total maximum amount number of Option Securities then being sold which the number of Initial Securities set forth in Section B opposite the name of such Convertible Selling Shareholder bears to the total number of Initial Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and sold by the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible SecuritiesSelling Shareholders.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sell, distribute or otherwise grant in any manner any rights to subscribe for or to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" Company and such convertible or exchangeable stock or securities being herein called "Convertible Securities"the Selling Shareholder(s), whether or acting severally and not such Option Securities or jointly, hereby grant(s) an option to the rights Underwriters, severally and not jointly, to convert or exchange any such Convertible Securities purchase up to an additional l shares of Class A Common Stock, as set forth in respect of such Option Securities are immediately exercisableSchedule B, and at the price per share set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company and the Selling Shareholder(s) setting forth the number of Option Securities as to which common stock is issuable upon the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of such Option Securities or upon conversion or exchange said option, nor in any event prior to the Closing Time, and with respect to any exercise of such Convertible Securities in respect option after the Closing Time, shall not be earlier than two full business days after the exercise of such Option Securities (determined by dividing (i) said option. If the aggregate amount, if any, received option is exercised as to all or receivable by any portion of the Issuer as consideration for the granting of such Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter, plus the minimum aggregate amount any additional number of additional consideration payable Initial Securities which such Underwriter may become obligated to purchase pursuant to the Issuer upon provisions of Section 10 hereof, bears to the exercise total number of all Initial Securities, subject, in each case, to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or purchases of fractional shares. If the option is exercised as to a portion of the Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of purchased first from the date of granting of such Company then, on a pro rata basis, from the Selling Shareholders selling Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitieshereunder.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company hereby grants an option to the Underwriters, distribute or otherwise grant in any manner any rights severally and not jointly, to subscribe for or purchase up to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such 221,250 shares of Option Securities or at a price per share equal to the rights Purchase Price referred to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisableSection 2(a) hereof; provided, and that the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per share equal to have been issued as any dividends or distributions declared, paid or payable by the Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of granting payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10 hereof), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters such number of the Option Securities, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased that the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Option Underwriter, plus any additional number of Initial Securities and thereafter that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representative in its discretion shall be deemed make to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment eliminate any sales or purchases of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company hereby grants an option to the Underwriters, distribute or otherwise grant in any manner any rights to subscribe for or severally and not jointly, to purchase, or any warrants or options for in addition to the purchase ofInitial Securities, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such the amount of Option Securities or set forth opposite the rights to convert or exchange any such Convertible Securities in respect name of such Option Securities are immediately exercisable, and the Company on Schedule B at the price per share set forth in Schedule C, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which common stock is issuable may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of such Option Securities said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus then each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase from the Company (a) that proportion of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case total number of Option Securities to acquire Convertible Securities, then being purchased from the minimum aggregate amount Company that the number of additional consideration, if any, payable upon Initial Securities set forth in Schedule A opposite the issuance or sale name of such Convertible Underwriter bears to the total number of Initial Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum any additional number of shares of common stock issuable upon the exercise of such Option Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, subject, in each case, to such adjustments as the Representatives in their sole discretion shall make to eliminate any sales or upon conversion or exchange purchases of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company and the Selling Stockholders, distribute or otherwise grant acting severally and not jointly, hereby grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional 561,000 shares of Common Stock, as set forth in any manner any rights to subscribe for or to purchaseSchedule B, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and at the price per share set forth in Schedule C, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which common stock is issuable may be made in connection with the offering and distribution of the Initial Securities upon notice by Merrill Lynch to the exercise Company and the Selling Stockholders setting fort▇ ▇▇▇ ▇u▇▇▇▇ of such Option Securities or upon conversion or exchange as to which the several Underwriters are then exercising the option and the time and date of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration payment and delivery for the granting of such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by Merrill Lynch, plus the minimum aggregate amount but shall not be later than seven full business days af▇▇▇ ▇▇▇ ▇▇▇▇▇ise of additional consideration payable said option, nor in any event prior to the Issuer upon Closing Time, as hereinafter defined. If the exercise option is exercised as to all or any portion of all such the Option Securities, pluseach of the Underwriters, in acting severally and not jointly, will purchase that proportion of the case total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to acquire Convertible the total number of Initial Securities, subject in each case to such adjustments as Merrill Lynch in its discretion shall make to eliminate any sales or p▇▇▇▇▇▇▇s ▇▇ ▇ractional shares. If a portion of the minimum aggregate amount of additional considerationoption is exercised, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon will be allocated pro rata among the conversion or exchange of all such Convertible Securities issuable upon Company and the exercise of such Option Securities) shall be less than Selling Stockholders, unless otherwise agreed to by the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) aboveCompany, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding Selling Stockholders and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible SecuritiesUnderwriters.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Selling Stockholders hereby, distribute or otherwise acting severally and not jointly, grant an option to the Underwriters, severally and not jointly, to purchase up to an additional — shares of Class A Common Stock, in any manner any rights to subscribe for or to purchaseaccordance with the allocations among the Selling Stockholders as set forth in Schedule B, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and at the price per share set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for which common stock is issuable upon such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be (if other than the Closing Time (as hereinafter defined)) earlier than three full business days nor later than seven full business days after the exercise of such Option Securities said option, nor in any event prior to the Closing Time. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase that proportion of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to acquire Convertible the total number of Initial Securities, the minimum aggregate amount of additional considerationsubject, if anyin each case, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or grant, then, for purposes purchases of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company hereby grants an option to the Underwriters, distribute or otherwise grant in any manner any rights severally and not jointly, to subscribe for or purchase up to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and an additional 1,050,000 Preferred Shares at the price per share set forth in Schedule B. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which common stock is issuable may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery for the Option Securities (a “Date of Delivery”) shall be determined by UBS Securities LLC on behalf of the Underwriters, but shall not be later than seven full business days after the exercise of such Option Securities said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase that proportion of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to acquire Convertible the total number of Initial Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior subject in each case to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option adjustments as UBS Securities or upon conversion or exchange LLC on behalf of the total maximum amount Underwriters in its discretion shall make to eliminate any sales or purchases of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional sales.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company and the Selling Stockholders, distribute or otherwise acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [·] shares of Common Stock, as set forth in any manner any rights to subscribe for or to purchaseSchedule B, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and at the price per share set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which common stock is issuable may be made in connection with the offering and distribution of the Initial Securities upon notice by ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the Company and the Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by ▇▇▇▇▇▇▇ ▇▇▇▇▇, but shall not be later than seven full business days after the exercise of such Option Securities said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase that proportion of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to acquire Convertible the total number of Initial Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior subject in each case to such issuance, sale, distribution adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or grant, then, for purposes purchases of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company hereby grants an option to the Underwriters, distribute or otherwise grant in any manner any rights severally and not jointly, to subscribe for or purchase up to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such 1,014,493 Option Securities or at a price per share equal to the rights Purchase Price referred to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and Section 2(a) above; provided that the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per share equal to have been issued as any dividends or distributions declared, paid or payable by the Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of granting payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10 hereof), nor in any event prior to the Closing Date. Any such notice shall be given at least two business days prior to the date and time of delivery specified therein, except to the extent that the date on which the Option Securities are to be delivered is the same date and time as the Closing Date, in which case such notice may be delivered one business day prior to the date and time of delivery specified therein. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchased bears to the total number of Option Securities, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Option Underwriter, plus any additional number of Initial Securities and thereafter that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall be deemed make to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment eliminate any sales or purchases of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company and the Selling Stockholders, distribute or otherwise acting severally and not jointly, hereby grant options to the Underwriters, severally and not jointly, to purchase up to an additional 375,000 shares of Common Stock, as set forth in any manner any rights to subscribe for or to purchaseSchedule B, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and at the price per share set forth in Schedule C, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The options hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Stockholders setting forth the number of Option Securities as to which common stock is issuable upon the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of such Option Securities said options, nor in any event prior to the Closing Time, as hereinafter defined. If the options are exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase that proportion of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to acquire Convertible the total number of Initial Securities, subject in each case to such adjustments as the minimum aggregate amount Representatives in their discretion shall make to eliminate any sales or purchases of additional considerationfractional shares. If the options are not exercised in full, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such then Option Securities or upon purchased by the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) Underwriters shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued purchased pro rata as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding among each Selling Stockholder and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible SecuritiesCompany.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Non-Management Selling Shareholders, distribute or otherwise hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [ ] shares of Common Stock, as set forth in any manner any rights to subscribe for or to purchaseSchedule B, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and at the price per share set forth in Schedule C, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which common stock is issuable may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Non-Management Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of such Option Securities said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase that proportion of additional consideration payable the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the Issuer upon total number of Initial Securities, subject in each case to such adjustments as the exercise Representatives in their discretion shall make to eliminate any sales or purchases of all such fractional shares. If the option is exercised for a portion, but not all, of the Option Securities, plus, in each Non-Management Selling Shareholder will sell that proportion of the case total number of Option Securities to acquire Convertible then being purchased which the number of Securities set forth in Schedule B in the column titled "Maximum Number of Option Securities, " opposite the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale name of such Convertible Securities and upon the conversion or exchange thereof, by (ii) Non-Management Selling Shareholder bears to the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securities.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company hereby grants an option to the Underwriters, distribute or otherwise grant in any manner any rights severally and not jointly, to subscribe for or purchase up to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such respective numbers of Option Securities or set forth opposite the rights names of the Company in Exhibit A hereto at a price per share equal to convert or exchange any such Convertible Securities the Purchase Price referred to in respect of such Option Securities are immediately exercisable, and Section 2(a) above; provided that the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per share equal to have been issued as any dividends or distributions declared, paid or payable by the Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of granting payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Exhibit A opposite the name of the Company bears to the total number of Option Securities set forth in Exhibit A, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A opposite the name of such Option Underwriter, plus any additional number of Initial Securities and thereafter which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall be deemed make to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment eliminate any sales or purchases of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Partnership hereby grants to the Underwriters, distribute or otherwise grant in any manner any rights to subscribe for or severally and not jointly, an option to purchase, ratably in accordance with the number of Initial Securities to be purchased by each Underwriter, all or a portion of the Option Securities at a price equal to the Purchase Price (the “Over-Allotment Option”); provided that the price per unit for any Option Securities shall be reduced by an amount per unit equal to any dividends or distributions declared by the Partnership and payable or paid on the Initial Securities but not payable on such Option Securities. The Over-Allotment Option will expire at the close of business on the 30th day after the date hereof (such thirty-day period, the “Option Period”) and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership setting forth the number of Option Securities as to which the Underwriters are then exercising the Over-Allotment Option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of the Over-Allotment Option, nor in any event prior to the Closing Date, as hereinafter defined. If the Over-Allotment Option is exercised as to all or any warrants or options for portion of the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such the Partnership will sell to the Underwriters that number of Option Securities or as to which the rights Underwriters are exercising the Over-Allotment Option, and the Underwriters’ respective obligations to convert or exchange purchase any such Convertible Securities in respect of such Option Securities are immediately exercisable, and the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities several in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable proportion to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares Initial Securities set forth opposite their respective names on Schedule 1 hereto, including any additional number of common stock issuable upon Initial Securities that such Underwriter was obligated to purchase pursuant to the exercise provisions of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior Section 10 hereof, subject to such issuance, sale, distribution adjustments as the Representatives in their discretion shall make to eliminate any sales or grant, then, for purposes purchases of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional Common Units.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, selleach of the Selling Shareholders set forth in Exhibit C, distribute or otherwise grant in any manner any rights severally and not jointly, hereby grants an option to subscribe for or the Underwriters, severally and not jointly, to purchase, or any warrants or options for purchase up to the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such respective numbers of Option Securities or set forth in Exhibit C opposite the rights to convert or exchange any such Convertible Securities in respect names of such Option Securities are immediately exercisable, and Selling Shareholders at a price per share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per share equal to have been issued as any dividends or distributions declared, paid or payable by the Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and each of the Selling Shareholders set forth in Exhibit C setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of granting payment and delivery for such Option Securities. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, and each of the Selling Shareholders set forth in Exhibit C, severally and not jointly, will sell to the Underwriters that proportion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Exhibit C opposite the name of such Selling Shareholder bears to the total number of Option Securities set forth in Exhibit C, and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment each of the Exercise Price shall be made upon Underwriters, acting severally and not jointly, will purchase that proportion of the actual exercise total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A opposite the name of such Option Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or upon conversion or exchange purchases of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company hereby grants an option to the Underwriters, distribute or otherwise grant in any manner any rights severally and not jointly, to subscribe for or purchase up to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such 522,000 shares of Option Securities or at a price per share equal to the rights Purchase Price referred to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and Section 2(a) above; provided that the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per share equal to have been issued as any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at the close of business on the 30th day after the date hereof and may be exercised in whole or in part at any time and from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of granting payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A opposite the name of such Option Underwriter, plus any additional number of Initial Securities and thereafter which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall be deemed make to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment eliminate any sales or purchases of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If (i) In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sell, distribute or otherwise grant in any manner any rights each of the Forward Seller (with respect to subscribe for or to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Borrowed Option Securities" ) and such convertible or exchangeable stock or securities being herein called "Convertible the Company (with respect to Company Option Securities and Company Top-Up Option Securities") hereby grants an option to and agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Forward Seller (with respect to Borrowed Option Securities) and the Company (with respect to Company Option Securities and Company Top-Up Option Securities), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and the price per share for which common stock is issuable upon the exercise of such option by the Underwriters, up to an additional 1,650,000 shares of Common Stock, at the price per share set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative to the Company and the Forward Seller setting forth the number of Option Securities or upon conversion or exchange as to which the several Underwriters are then exercising the option and the time and date of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration payment and delivery for the granting of such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, plus the minimum aggregate amount of additional consideration payable to the Issuer upon but shall not be later than seven full business days after the exercise of all such Option Securitiessaid option, plus, nor in any event prior to the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by Closing Time. (ii) Within one business day after such notice is given, the total maximum Company may, in its sole discretion, execute and deliver to the Forward Purchaser a letter agreement (each such letter agreement, an “Additional Forward Sale Agreement”) between the Company and the Forward Purchaser relating to the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in such Additional Forward Sale Agreement), of a number of shares of common stock issuable upon Common Stock equal to the exercise aggregate number of such Option Securities as to which the several Underwriters are then exercising the option to be sold by the Forward Seller pursuant to this Agreement, on terms substantially similar to the Initial Forward Sale Agreement, mutatis mutandis, as agreed by the parties. If the Company does not timely execute and deliver such Additional Forward Sale Agreement pursuant to the above or upon the conversion or exchange of all Forward Purchaser does not timely execute and deliver to the Company such Convertible Securities issuable upon the exercise of Additional Forward Sale Agreement, such Option Securities) Additional Forward Sale Agreement shall not be less than the Fair Market Value per Share of Common Stock immediately prior deemed to such issuance, sale, distribution or grant, then, exist for purposes of subsection (b) above, this Agreement and the total maximum Company will sell a number of shares of common stock issuable upon Common Stock equal to the exercise aggregate number of such Option Securities as to which the several Underwriters are then exercising the option. Shares of Common Stock sold by the Company pursuant to this Section 2(b) are herein referred to collectively as “Company Option Securities.” (iii) If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Borrowed Option Securities, Company Option Securities or upon conversion or exchange Company Top-Up Option Securities, as applicable, then being purchased which the number of Primary Securities set forth in Schedule A opposite the name of such Underwriter bears to the total maximum amount number of Primary Securities, subject, in each case, to such Convertible Securities issuable upon adjustments as the exercise Representative in its sole discretion shall make to eliminate any sales or purchases of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Selling Shareholders, distribute or otherwise grant acting severally, in any manner any rights accordance with that proportion of the total number of Option Securities set forth in Schedule B which the number of Option Securities set forth in Schedule B opposite the name of the respective Selling Shareholder bears to subscribe for or to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock total number of Option Securities (such rightsproportion, warrants or options being herein called as it relates to each Selling Shareholder, the "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible SecuritiesProportionate Share"), whether or and not such Option Securities or jointly, hereby grant an option to the rights Underwriters, severally and not jointly, to convert or exchange any such Convertible Securities in respect purchase up to an additional 1,338,750 shares of such Option Securities are immediately exercisableCommon Stock, and at the price per share set forth in Schedule C, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which common stock is issuable may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of such Option Securities said option, nor in any event prior to Closing Time, as hereinafter defined. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase that proportion of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to acquire Convertible the total number of Initial Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior subject in each case to such issuance, sale, distribution adjustments as the Representatives in their discretion shall make to eliminate any sales or grant, then, for purposes purchases of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company hereby grants an option to the Underwriters, distribute or otherwise grant in any manner any rights severally and not jointly, to subscribe for or to purchase, or any warrants or options for purchase the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or at a price per share equal to the rights Purchase Price referred to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and Section 2(a) above; provided that the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per share equal to have been issued any dividends or distributions declared, paid or payable by the Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only upon notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10 hereof), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the date Option Securities, the Company will sell to the Underwriters the total number of granting Option Securities then being purchased and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Option Underwriter, plus any additional number of Initial Securities and thereafter that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representative in its discretion shall be deemed make to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment eliminate any sales or purchases of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company hereby grants an option to the Underwriters, distribute or otherwise grant in any manner any rights severally and not jointly, to subscribe for or purchase up to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such respective numbers of Option Securities or set forth opposite the rights names of the Company in Exhibit H hereto at a price per share equal to convert or exchange any such Convertible Securities the price per Initial Security referred to in respect of such Option Securities are immediately exercisable, and Section 2(a) above; provided that the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per share equal to have been issued as any dividends or distributions declared, paid or payable by the Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of granting payment and delivery for such Option Securities. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 11, nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Exhibit H opposite the name of the Company bears to the total number of Option Securities set forth in Exhibit H, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. In connection with the sale of any Option Securities, the Manager, on its own behalf and for its own business reasons, agrees to pay to ▇▇▇▇▇ Fargo, for the account of the Underwriters, the Underwriting Discount for each Option Security purchased by the Underwriters set forth in Exhibit H (the "Option Securities Manager Offering Payment," and thereafter shall be deemed to be outstanding and collectively with the Issuer shall be deemed to have received as consideration therefor such price per shareInitial Securities Manager Offering Payment, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securities"Manager Offering Payments").

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company grants an option to the Underwriters, distribute or otherwise grant in any manner any rights severally and not jointly, to subscribe for or purchase up to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such 4,875,000 Option Securities or the rights (i) at a price per Share equal to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, $1.8706 and (ii) at a price per Warrant equal to $0.0094; provided that the price per share Share and per Warrant for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount equal to have been issued as any dividends or distributions declared, paid or payable by the Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of granting payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule I opposite the name of such Option Underwriter, plus any additional number of Initial Securities and thereafter which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall be deemed make to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment eliminate any sales or purchases of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Partnership hereby grants an option to the Underwriters, distribute or otherwise grant in any manner any rights severally and not jointly, to subscribe for or purchase up to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such 1,140,000 Option Securities or at a price per share equal to the rights Purchase Price referred to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and Section 2(a) above; provided that the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per share equal to have been issued as any dividends or distributions declared, paid or payable by the Partnership on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of granting payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities set forth in Section 2(b), and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A opposite the name of such Option Underwriter, plus any additional number of Initial Securities and thereafter which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall be deemed make to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment eliminate any sales or purchases of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company and Beech Investments Limited, distribute or otherwise grant acting severally and not jointly, hereby grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional [l] and [l] Ordinary Shares, respectively, as set forth in any manner any rights to subscribe for or to purchaseSchedule B, or any warrants or options for the purchase ofon a pro rata basis, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and at the price per share set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and Beech Investments Limited setting forth the number of Option Securities as to which common stock is issuable upon the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of such Option Securities said option, nor in any event prior to the Closing Time. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase that proportion of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to acquire Convertible the total number of Initial Securities, the minimum aggregate amount of additional considerationsubject, if anyin each case, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution adjustments as Deutsche Bank in its sole discretion shall make to eliminate any sales or grant, then, for purposes purchases of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Selling Shareholders, distribute or otherwise acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 750,000 shares of Common Stock, as set forth in any manner any rights to subscribe for or to purchaseSchedule B-2, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and at the price per share set forth in Schedule C, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time on one or more occasions only for the purpose of covering overallotments which common stock is issuable may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of such Option Securities said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, agrees to purchase from each Selling Shareholder, at the price per share set forth in Schedule C, that proportion of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case number of Option Securities being sold by the Selling Shareholder which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to acquire Convertible the total number of Initial Securities, subject in each case to such adjustments as the minimum aggregate amount Representatives in their discretion shall make to eliminate any sales or purchases of additional considerationfractional shares. If less than all of the Option Securities are to be sold, if any, payable upon Option Securities will be sold by the issuance or sale of such Convertible Securities and upon Selling Shareholders on a pro rata basis in accordance with the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided set forth in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible SecuritiesSchedule B-2.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company hereby grants an option to the Underwriters, distribute or otherwise grant in any manner any rights severally and not jointly, to subscribe for or purchase up to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such respective numbers of Option Securities or at a price per share equal to the rights Purchase Price referred to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and Section 2(a) above; provided that the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per share equal to have been issued as any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of granting payment and delivery for such Option Securities. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Representatives, but shall not be earlier than two full business days after the exercise of said option or later than seven full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchased which the number of Option Securities bears to the total number of Option Securities, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A opposite the name of such Option Underwriter, plus any additional number of Initial Securities and thereafter which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall be deemed make to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment eliminate any sales or purchases of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Selling Shareholders, distribute or otherwise acting severally and not jointly, hereby grant in any manner any rights an option to subscribe for or the Underwriters, severally and not jointly, to purchase, or any warrants or options for acquire through the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect facilities of DTC by way of a crediting of such Option Securities are immediately exercisableon the books of DTC to securities accounts of the Underwriters up to an additional 1,200,000 Ordinary Shares, and as set forth in Schedule B, at the price per share set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for which common stock is issuable 30 days after the date hereof and may be exercised in whole or in part from time to time upon notice by the exercise Representatives to the Company and the Selling Shareholders setting forth the number of such Option Securities or upon conversion or exchange as to which the several Underwriters are then exercising the option and the time and date of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration payment for the granting sale and transfer of such Option Securities. Any such time and date of sale and transfer (a “Date of Delivery”) shall be determined by the Representatives, plus the minimum aggregate amount of additional consideration payable to the Issuer upon but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time. If the option is exercised as to all such or any portion of the Option Securities, pluseach of the Underwriters, in acting severally and not jointly, will acquire through the case facilities of DTC by way of a crediting of such Securities on the books of DTC to securities accounts of the Underwriters that proportion of the total number of Option Securities then being acquired which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to acquire Convertible the total number of Initial Securities, the minimum aggregate amount of additional considerationsubject, if anyin each case, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, adjustments as the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities Representatives in their sole discretion shall be deemed make to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitieseliminate any fractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company hereby grants an option to the Underwriters, distribute or otherwise grant in any manner any rights severally and not jointly, to subscribe for or purchase up to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such 900,000 Option Securities or at a price per share equal to the rights Purchase Price referred to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and Section 2(a) above; provided that the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per share equal to have been issued as any dividends or distributions declared, paid or payable by the Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of granting payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Section 2(b), and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. In addition to the foregoing, and as a condition to the Underwriters’ purchase of the Option Securities and thereafter shall be deemed from the Company, the Adviser agrees to be outstanding and pay the Issuer shall be deemed Underwriters an amount equal to have received as consideration therefor such price $0.45 per share, determined as provided above. Except as otherwise provided to an account designated in subsection (e) below, no additional adjustment of writing by the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible SecuritiesRepresentatives.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company and the Selling Shareholders, distribute or otherwise acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 900,000 shares of Common Stock as set forth in any manner any rights to subscribe for or to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and Schedule B at the price per share set forth in Schedule C, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which common stock is issuable may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of such Option Securities said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase that proportion of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to acquire Convertible the total number of Initial Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior subject in each case to such issuance, sale, distribution adjustments as the Representatives in their discretion shall make to eliminate any sales or grant, then, for purposes purchases of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company grants an option to the Underwriters, distribute or otherwise grant in any manner any rights severally and not jointly, to subscribe for or purchase up to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or at a price per share equal to the rights Purchase Price referred to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and Section 2(a) above; provided that the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per share equal to have been issued as any dividends or distributions declared, paid or payable by the Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of granting payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A opposite the name of such Option Underwriter, plus any additional number of Initial Securities and thereafter which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall be deemed make to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment eliminate any sales or purchases of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Selling Stockholders listed on Schedule F, distribute or otherwise acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 1,046,105 shares of Common Stock, as set forth in any manner any rights to subscribe for or to purchaseSchedule F, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and at the price per share set forth in Schedule C, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which common stock is issuable may be made in connection with the offering and distribution of the Initial Securities upon notice by ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the Company and the Selling Stockholders listed on Schedule F setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by ▇▇▇▇▇▇▇ ▇▇▇▇▇, but shall not be later than seven full business days after the exercise of such Option Securities said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase that proportion of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to acquire Convertible the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of fractional shares. Option Securities will be purchased from the minimum aggregate amount Selling Stockholders listed on Schedule F in a pro rata fashion based on the proportion of additional consideration, if any, payable upon Initial Securities set forth in Schedule F opposite the issuance or sale name of such Convertible Securities and upon the conversion or exchange thereof, by (ii) Selling Stockholder to the total maximum number of shares of common stock issuable upon the exercise of such Option Initial Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior listed on Schedule F, subject in each case to such issuance, sale, distribution adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or grant, then, for purposes purchases of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company hereby grants an option to the Underwriters, distribute or otherwise grant severally and not jointly, to purchase up to [—] Option Securities at a price per share equal to the Purchase Price referred to in any manner any rights to subscribe for or to purchaseSection 2(a) above, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option sole purpose of covering over-allotments in connection with the sale of the Initial Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and ; provided that the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per share equal to have been issued as any dividends or distributions payable or paid by the Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of granting payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A opposite the name of such Option Underwriter, plus any additional number of Initial Securities and thereafter which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall be deemed make to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment eliminate any sales or purchases of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Option Securities Selling Shareholders, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional shares of Common Stock, as set forth in Schedule B, at the price per share set forth in Schedule C, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Option Securities Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined. If the Issuer shall issue, sell, distribute or otherwise grant in any manner any rights option is exercised as to subscribe for or to purchase, all or any warrants portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or options purchases of fractional shares. If the option is exercised for a portion, but not all, of the purchase ofOption Securities, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options each Option Securities Selling Shareholder will sell that proportion of the total number of Option Securities then being herein called purchased which the number of Securities set forth in Schedule B in the column titled "Maximum Number of Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or opposite the rights to convert or exchange any such Convertible Securities in respect name of such Option Securities are immediately exercisable, and Selling Shareholder bears to the price per share for which common stock is issuable upon the exercise total number of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securities.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company and each of the Selling Shareholders, distribute or otherwise grant in any manner any rights severally and not jointly, hereby grants an option to subscribe for or the Underwriters, severally and not jointly, to purchase, or any warrants or options for purchase up to the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such respective numbers of Option Securities or set forth in Exhibit I opposite the rights names of the Company and the Selling Shareholders at a price per share equal to convert or exchange any such Convertible Securities the Purchase Price referred to in respect of such Option Securities are immediately exercisable, and Section 2(a) above; provided that the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per share equal to have been issued as any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of granting payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the Company and each of the Selling Shareholders, severally and not jointly, will sell to the Underwriters that proportion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Exhibit I opposite the name of the Company or such Selling Shareholder, as the case may be, bears to the total number of Option Securities set forth in Exhibit I, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A opposite the name of such Option Underwriter, plus any additional number of Initial Securities and thereafter which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representative in its discretion shall be deemed make to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment eliminate any sales or purchases of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company hereby grants an option to the Initial Purchasers, distribute severally and not jointly, to purchase up to U.S.$15,000,000 aggregate principal amount of Option Securities at a price equal to the Purchase Price referred to in Section 2(a) above, plus accrued and unpaid interest from the Closing Date to, but excluding, the applicable Option Closing Date (as defined below). The option hereby granted will expire at the close of business on the 30th day after the date hereof and may be exercised in whole or otherwise grant in any manner any rights part from time to subscribe for or to purchase, or any warrants or options time only for the purchase of, common stock or any stock or securities convertible into or exchangeable purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company setting forth the principal amount of Option Securities as to which the several Initial Purchasers are then exercising the option and the time and date of payment and delivery for common stock (such rights, warrants or options being herein called "Option Securities" . Any such time and such convertible or exchangeable stock or securities being herein called "Convertible Securities")date of delivery (an “Option Closing Date”) shall be determined by the Representatives, whether or but shall not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and the price per share for which common stock is issuable upon be later than seven full business days after the exercise of such Option Securities said option, nor in any event prior to the Closing Date, as hereinafter defined. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable Company will sell to the Issuer upon Initial Purchasers and each of the exercise Initial Purchasers, acting severally and not jointly, will purchase that proportion of all such Option Securities, plus, in the case total principal amount of Option Securities to acquire Convertible Securities, then being purchased which the minimum aggregate principal amount of additional consideration, if any, payable upon Initial Securities set forth in Exhibit A opposite the issuance or sale name of such Convertible Initial Purchaser, plus any additional principal amount of Initial Securities and upon which such Initial Purchaser may become obligated to purchase pursuant to the conversion or exchange thereofprovisions of Section 10 hereof, by (ii) bears to the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum principal amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Initial Securities.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, selleach of the Selling Shareholders set forth in Exhibit C, distribute or otherwise grant in any manner any rights severally and not jointly, hereby grants an option to subscribe for or the Underwriters, severally and not jointly, to purchase, or any warrants or options for purchase up to the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such respective numbers of Option Securities or set forth in Exhibit C opposite the rights to convert or exchange any such Convertible Securities in respect names of such Option Securities are immediately exercisable, and Selling Shareholders at a price per share equal to the Purchase Price referred to in Section 2(a) above; provided that the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per share equal to have been issued as any dividends or distributions declared, paid or payable by the Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and each of the Selling Shareholders set forth in Exhibit C setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of granting payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, each of the Selling Shareholders set forth in Exhibit C, severally and not jointly, will sell to the Underwriters that proportion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Exhibit C opposite the name of such Selling Shareholder bears to the total number of Option Securities set forth in Exhibit C, and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment each of the Exercise Price shall be made upon Underwriters, acting severally and not jointly, will purchase that proportion of the actual exercise total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A opposite the name of such Option Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or upon conversion or exchange purchases of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations, sellwarranties and covenants herein contained, distribute or otherwise grant in any manner any rights and subject to subscribe for or the terms and conditions herein set forth, the Company hereby grants an option to purchasethe Underwriters, or any warrants or options for the severally and not jointly, to purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such up to 975,000 Option Securities or at a price per share equal to the rights Purchase Price referred to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and Section 2(a) above; provided that the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per share equal to have been issued any dividends or distributions declared, paid or payable by the Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Underwriters, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the date Option Securities, each of granting the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Option Underwriter, plus any additional number of Initial Securities and thereafter which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to adjustments as the Underwriters shall be deemed make to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment eliminate any sales or purchases of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations, sellwarranties, distribute and agreements set forth herein and subject to the terms and conditions set forth herein, the Company hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional [●] shares of Common Stock, as may be necessary to cover the Underwriters’ option to purchase additional shares made in connection with the offering of the Initial Securities, at the Initial Public Offering Price Per Share, less an amount per share equal to any dividends or otherwise grant in any manner any rights distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities, and the Adviser agrees to subscribe for pay to the Representative, or to purchasecause an affiliate of the Adviser to pay the Representative, or any warrants or options for the purchase ofaccount of the Underwriters, common stock or any stock or securities convertible into or exchangeable an amount equal to $[●] per share for common stock each Option Security purchased by the Underwriters (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such the “Option Securities or Adviser Payment”); provided that the rights to convert or exchange Option Securities Adviser Payment for any such Convertible Option Securities in respect of investors introduced by the Company shall be $[●] per share. The option hereby granted may be exercised for forty-five (45) days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities are immediately exercisableSecurities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, and may be the price per share for which common stock is issuable upon same date as the Closing Date (defined below), but shall not be later than seven (7) full business days after the exercise of said option, nor in any event prior to the Closing Date (unless such Option Securities time and date are postponed in accordance with Section 11 hereof). If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase that proportion of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule 1 opposite the name of such Underwriter bears to acquire Convertible the total number of Initial Securities, the minimum aggregate amount of additional considerationsubject, if anyin each case, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution adjustments as the Representative in its sole discretion shall make to eliminate any sales or grant, then, for purposes purchases of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, the Issuer Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall issue, sell, distribute or otherwise grant in any manner any rights to subscribe for or have the option to purchase, or any warrants or options for severally and not jointly, from the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Company the Option Securities or at the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amountPurchase Price plus accrued interest, if any, received or receivable by the Issuer as consideration for the granting of such Option Securitiesfrom March 17, plus the minimum aggregate amount of additional consideration payable 2014 to the Issuer upon date of payment and delivery. If any Option Securities are to be purchased, the exercise of all such Option Securities, plus, in the case principal amount of Option Securities to acquire Convertible Securitiesbe purchased by each Underwriter shall be the principal amount of Option Securities which bears the same ratio to the aggregate principal amount of Option Securities being purchased as the principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such amount increased as set forth in Section 12 hereof) bears to the aggregate principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000.00 as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or in part, on or before the thirteenth day from, and including, the minimum Closing Date (as hereinafter defined), by written notice from the Representatives to the Company. Such notice shall set forth the aggregate principal amount of additional considerationOption Securities plus accrued interest, if any, payable upon as to which the issuance or sale of such Convertible Securities option is being exercised and upon the conversion or exchange thereof, by (ii) date and time when the total maximum number of shares of common stock issuable upon the exercise of such Option Securities are to be delivered and paid for, which may be the same date and time as the Closing Date but shall not be earlier than the Closing Date or upon later than the conversion or exchange of all thirteenth day from, and including, the Closing Date. Any such Convertible Securities issuable upon the exercise of such Option Securities) notice shall be less than the Fair Market Value per Share of Common Stock immediately given at least two business days prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date and time of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesdelivery specified therein.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company hereby grants an option to the Underwriters, distribute or otherwise grant in any manner any rights severally and not jointly, to subscribe for or purchase up to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such 937,500 Option Securities or at a price per Trust Unit equal to the rights Purchase Price referred to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and Section 2(a) above; provided that the price per share Trust Unit for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per Trust Unit equal to have been issued as any dividends or distributions declared, paid or payable by the Trust on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Trust and the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of granting payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 11), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters all of the total number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A opposite the name of such Option Underwriter, plus any additional number of Initial Securities and thereafter which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall be deemed make to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment eliminate any sales or purchases of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional units.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company hereby grants an option to the Underwriters, distribute or otherwise grant severally and not jointly, to purchase up to the respective numbers of Option Securities set forth opposite the name of the respective Underwriters in any manner any rights to subscribe for or to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock Exhibit A (such rights, warrants or options being herein called "under Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or ) hereto at a price per share equal to the rights Purchase Price referred to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and Section 2(a) above; provided that the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per share equal to have been issued any dividends or distributions declared, paid or payable by the Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the date Option Securities, the Company will sell to the Underwriters, and each of granting the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A opposite the name of such Option Underwriter, plus any additional number of Initial Securities and thereafter which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representative in its discretion shall be deemed make to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment eliminate any sales or purchases of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Selling Stockholders hereby grant an option to the Underwriters, distribute or otherwise grant severally and not jointly, to purchase up to an additional 562,500 shares of Common Stock, as may be necessary to cover overallotments made in any manner any rights to subscribe for or to purchaseconnection with the offering of the Initial Securities, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and at the price per share set forth in subsection (a) of this Section 2, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representatives to the Selling Stockholders setting forth the number of Option Securities as to which common stock is issuable upon the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, and may be the same date as the Closing Time, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time (unless such Option Securities time and date are postponed in accordance with Section 11 hereof). If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase that proportion of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to acquire Convertible the total number of Initial Securities, the minimum aggregate amount of additional considerationsubject, if anyin each case, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution adjustments as the Representatives in their sole discretion shall make to eliminate any sales or grant, then, for purposes purchases of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sell, distribute or otherwise grant in any manner any rights the Selling Unitholder hereby grants to subscribe for or the several Underwriters an option to purchase, ratably in accordance with the number of Initial Securities to be purchased by each Underwriter, all or any warrants or options for a portion of the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or at a price per Common Unit equal to the rights Purchase Price referred to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and Section 2(a) above; provided that the price per share Common Unit for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per Common Unit equal to have been issued any distributions declared, paid or payable by the Partnership on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Underwriters to the Selling Unitholder setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Underwriters, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 11), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the date Option Securities, the Selling Unitholder will sell to the Underwriters the total number of granting Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Option Underwriter, plus any additional number of Initial Securities and thereafter which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Underwriters in their discretion shall be deemed make to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment eliminate any sales or purchases of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional units.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions set forth herein, sellthe Company hereby grants an option to the Underwriters, distribute or otherwise grant acting severally and not jointly, to purchase up to 3,000,000 additional Common Shares at a price per share equal to the Purchase Price referred to in any manner any rights to subscribe for or to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and Section 2(a) above; provided that the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per share equal to have been issued any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Underwriters, and may be the Closing Date (as hereinafter defined), but shall not be earlier than three full business days or later than seven full business days after the exercise of said option, nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the date Option Securities, the Company will sell to the Underwriters the total number of granting of such Option Securities and thereafter shall be deemed to be outstanding then being purchased, and the Issuer shall be deemed to have received as consideration therefor such price per shareUnderwriters will, determined as provided above. Except as otherwise provided in subsection (e) belowacting severally and not jointly, no additional adjustment purchase the total number of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange in amounts that are proportionate to the number of Initial Securities that the Underwriters have agreed to purchase hereunder as set forth on Schedule I hereto, subject, however, to such Convertible Securitiesadjustments to eliminate fractional shares as the Representatives in their sole discretion shall make.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company and the Selling Stockholders, distribute or otherwise acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] shares of Common Stock, as set forth in any manner any rights to subscribe for or to purchaseSchedule B, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and at the price per share set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the number of Option Securities as to which common stock is issuable upon the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of such Option Securities said option, nor in any event prior to the Closing Time. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase that proportion of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to acquire Convertible the total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of fractional shares. Option Securities will be purchased first from the minimum aggregate amount Selling Stockholders listed on Schedule B in a pro rata fashion based on the proportion of additional consideration, if any, payable upon Option Securities set forth in Schedule B opposite the issuance or sale name of such Convertible Securities and upon the conversion or exchange thereof, by (ii) Selling Stockholder to the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon set forth beside the conversion or exchange names of all such Convertible Securities issuable upon Selling Stockholders on Schedule B, and then from the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior Company, subject, in each case, to such issuance, sale, distribution adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or grant, then, for purposes purchases of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company hereby grants an option to the Underwriters, distribute or otherwise grant in any manner any rights severally and not jointly, to subscribe for or to purchase, or any warrants or options for purchase the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or at a price per share equal to the rights Purchase Price referred to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and Section 2(a) above; provided that the price per share for which common stock is issuable upon the exercise of such any Option Securities shall be reduced by an amount per share equal to any dividends or upon conversion distributions declared, paid or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable payable by the Issuer as consideration for Company on the granting of Initial Securities but not payable on such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case . The number of Option Securities to acquire Convertible Securities, be purchased by each Underwriter shall be the minimum aggregate amount same percentage of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares Option Securities then being purchased as the number of common stock issuable Initial Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Underwriters, but shall not be later than seven full business days after the exercise of such Option Securities said option (unless postponed in accordance with the provisions of Section 8(b)), nor in any event prior to the Closing Date. If the option is exercised as to all or upon any portion of the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than , and the Fair Market Value per Share of Common Stock immediately prior Company will sell to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange Underwriters that proportion of the total maximum amount number of Option Securities then being purchased which the number of Option Securities set forth in Exhibit A opposite the name of the Company bears to the total number of Option Securities set forth in Exhibit A, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A opposite the name of such Convertible Underwriter, plus any additional number of Initial Securities issuable upon which such Underwriter may become obligated to purchase pursuant to the exercise provisions of Section 8(b) hereof, bears to the total number of Initial Securities, subject in each case to such Option Securities adjustments as the Underwriters in their discretion shall be deemed make to have been issued as eliminate any sales or purchases of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Selling Shareholders, distribute or otherwise acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] Shares, as set forth in any manner any rights to subscribe for or to purchaseSchedule B, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and at the price per share set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities after the Closing Time but not payable on the Option Securities. The option hereby granted may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Selling Shareholders setting forth the number of Option Securities as to which common stock is issuable upon the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, and with respect to any exercise of such option after the Closing Time, shall not be earlier than two full business days after the exercise of such Option Securities option. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase pro rata from each of additional consideration payable the Selling Shareholders in proportion to the Issuer upon the exercise of all such Option Securities, plus, in the case number of Option Securities to acquire Convertible Securities, set forth in Schedule B opposite the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale name of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange Selling Shareholder that proportion of the total maximum amount number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Convertible Securities issuable upon Underwriter bears to the exercise total number of Initial Securities, subject, in each case, to such Option Securities adjustments as the Representatives in their sole discretion shall be deemed make to have been issued as eliminate any sales or purchases of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If (i) In addition, the Issuer Company agrees to issue and sell the Option Securities to the several Initial Purchasers as provided in this Agreement, and the Initial Purchasers, on the basis of the representations, warranties and agreements herein contained and upon the terms, and subject to the conditions thereto, herein set forth, shall issue, sell, distribute or otherwise grant in any manner any rights to subscribe for or have the option to purchase, or any warrants or options for severally and not jointly, from the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Company the Option Securities or at the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amountPurchase Price plus accrued interest, if any, received or receivable by the Issuer as consideration for the granting of such Option Securitiesfrom May 1, plus the minimum aggregate amount of additional consideration payable 2020 to the Issuer upon date of payment and delivery. (ii) If any Option Securities are to be purchased, the exercise of all such Option Securities, plus, in the case principal amount of Option Securities to acquire Convertible Securities, be purchased by each Initial Purchaser shall be the minimum aggregate principal amount of additional consideration, if any, payable upon Option Securities which bears the issuance or sale same ratio to the aggregate principal amount of Option Securities being purchased as the principal amount of Firm Securities set forth opposite the name of such Convertible Initial Purchaser in Schedule A hereto (or such amount increased as set forth in Section 17 hereof) bears to the aggregate principal amount of Firm Securities and upon being purchased from the conversion or exchange thereofCompany by the several Initial Purchasers, by subject, however, to such adjustments to eliminate Securities in denominations other than $1,000 as the Representatives in their sole discretion shall make. (iiiii) The Initial Purchasers may exercise the total maximum number of shares of common stock issuable upon option to purchase the exercise of such Option Securities at any time in whole, or upon from time to time in part, on or following the conversion or exchange date of all such Convertible this Agreement by written notice from the Representatives to the Company. Such notice shall set forth the aggregate principal amount of Option Securities issuable upon plus accrued interest as to which the exercise of such option is being exercised and the date and time when the Option SecuritiesSecurities are to be delivered and paid for which (x) may be the same date and time as the Closing Date (as defined below) but shall not be earlier than the Closing Date and (y) shall be less no later than the Fair Market Value per Share of Common Stock immediately last business day during the 13-day period beginning on, and including, the Closing Date. Any such notice shall be given at least two business days (or any shorter period mutually agreed by the Representatives and the Company) prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date and time of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesdelivery specified therein.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company and the Selling Stockholders, distribute or otherwise acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 435,000 shares of Common Stock from the Company and 303,250 shares of Common Stock from the Selling Stockholders, as set forth in any manner any rights to subscribe for or to purchaseSchedule B, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and at the price per share set forth in Schedule C, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which common stock is issuable may be made in connection with the offering and distribution of the Initial Securities upon written notice by ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the Company and the Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by ▇▇▇▇▇▇▇ ▇▇▇▇▇, but shall not be later than seven full business days after the exercise of such Option Securities said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount Company and each of additional consideration payable to the Issuer upon Selling Stockholders, acting severally and not jointly, will sell that proportion of the exercise of all such Option Securities, plus, in the case total number of Option Securities then being sold which the number of Initial Securities set forth in Schedule B opposite the name of the Company or such Selling Stockholder, as the case may be, bears to acquire Convertible the total number of Initial Securities, and each of the minimum aggregate amount of additional considerationUnderwriters, if anyacting severally and not jointly, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange will purchase that proportion of the total maximum amount number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Convertible Securities issuable upon Underwriter bears to the exercise total number of Initial Securities, subject in each case to such Option Securities adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall be deemed make to have been issued as eliminate any sales or purchases of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, selleach Selling Shareholder, distribute or otherwise grant severally and not jointly, hereby grants an option to the Underwriters to purchase from such Selling Shareholder up to an additional number of shares of Common Stock, as set forth in any manner any rights to subscribe for or to purchaseSchedule B opposite such Selling Shareholders as named under the caption "Maximum Number of Optional Securities To Be Sold", or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and at the price per share set forth in Schedule D, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. If the Underwriters purchase only a portion of the Option Securities, each Selling Shareholder will sell the same proportion of the total Option Securities to be purchased as the number of Option Securities set forth opposite such Selling Shareholder's name under the caption "Maximum Number of Optional Securities To Be Sold" set forth in Schedule B bears to the total Maximum Number of Optional Securities to be Sold on Schedule B. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which common stock is issuable may be made in connection with the offering and distribution of the Initial Securities upon notice by ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ but shall not be later than seven full business days after the exercise of such Option Securities said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase that proportion of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to acquire Convertible the total number of Initial Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior subject in each case to such issuance, sale, distribution adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or grant, then, for purposes purchases of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company hereby grants an option to the Underwriters, distribute or otherwise grant in any manner any rights severally and not jointly, to subscribe for or purchase up to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such 675,000 shares of Option Securities or at a price per share equal to the rights Purchase Price referred to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and Section 2(a) above; provided that the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per share equal to have been issued as any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at the close of business on the 30th day after the date hereof and may be exercised in whole or in part at any time and from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of granting payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A opposite the name of such Option Underwriter, plus any additional number of Initial Securities and thereafter which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representative in its discretion shall be deemed make to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment eliminate any sales or purchases of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Selling Shareholders, distribute or otherwise acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional [•] shares of Common Stock, as set forth in any manner any rights to subscribe for or to purchaseSchedule B, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and at the price per share set forth in Schedule E, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire thirty (30) days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which common stock is issuable may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven (7) full business days after the exercise of such Option Securities said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase that proportion of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to acquire Convertible the total number of Initial Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior subject in each case to such issuance, sale, distribution adjustments as the Representatives in their discretion shall make to eliminate any sales or grant, then, for purposes purchases of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Partnership hereby grants an option to the Underwriters, distribute or otherwise grant in any manner any rights severally and not jointly, to subscribe for or purchase up to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such 1,950,000 Option Securities or at a price per share equal to the rights Purchase Price referred to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and Section 2(a) above; provided that the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per share equal to have been issued as any dividends or distributions declared, paid or payable by the Partnership on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of granting payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters the total number of Option Securities set forth in Section 2(b), and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A opposite the name of such Option Underwriter, plus any additional number of Initial Securities and thereafter which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall be deemed make to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment eliminate any sales or purchases of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Partnership hereby grants an option to the Underwriters, distribute or otherwise grant severally and not jointly, to purchase up to 900,000 Units at a price per Unit equal to the Purchase Price referred to in any manner any rights to subscribe for or to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and Section 2(a) above; provided that the price per share Unit for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per Unit equal to have been issued as any dividends or distributions declared by the Partnership and payable or paid on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Partnership setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of granting payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, the Partnership will sell to the Underwriters that number of Option Securities as to which the Underwriters are exercising the Option, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A opposite the name of such Option Underwriter, plus any additional number of Initial Securities and thereafter which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representative in their discretion shall be deemed make to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment eliminate any sales or purchases of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional Units.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Selling Stockholders hereby grant an option to the Underwriters, distribute or otherwise grant in any manner any rights severally and not jointly, to subscribe for or purchase up to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such 750,000 Option Securities or from the rights Selling Stockholders, with each Selling Stockholder granting an option to convert or exchange any such Convertible Securities in respect purchase up to that number of such Option Securities are immediately exercisableset forth opposite such Selling Stockholder’s name on Schedule B hereto, and at the price per share set forth in Schedule A hereto, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representatives to the Selling Stockholders setting forth the number of Option Securities as to which common stock is issuable upon the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not, without the consent of the Company, be earlier than two full business days or later than seven full business days after the exercise of such Option Securities said option, nor in any event prior to the Closing Time. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase that proportion of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to acquire Convertible the total number of Initial Securities, the minimum aggregate amount of additional considerationsubject, if anyin each case, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution adjustments as the Representatives in their sole discretion shall make to eliminate any sales or grant, then, for purposes purchases of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Selling Stockholders, distribute or otherwise acting severally and not jointly, hereby grant in any manner any rights an option to subscribe for or the Underwriters, severally and not jointly, to purchase, or any warrants or options for from the purchase ofSelling Stockholders, common stock or any stock or securities convertible into or exchangeable for common stock (such rightsup to an additional 920,349 shares of Common Stock, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities")in the respective amounts set forth in Schedule C as to each Selling Stockholder, whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part (but not more than once) only for the purpose of covering over-allotments which common stock is issuable may be made in connection with the offering and distribution of the Initial Securities, upon at least one business day's notice by the Underwriters to the Company and the Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the time and date of payment and delivery for such Option Securities. Such time and date of delivery (the "Date of Delivery") shall be determined by the Underwriters, but shall not be later than seven full business days after the exercise of such Option Securities said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase that proportion of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to acquire Convertible the total number of Initial Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior subject in each case to such issuance, sale, distribution adjustments as the Underwriters in their discretion shall make to eliminate any sales or grant, then, for purposes purchases of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company hereby grant(s) an option to the Underwriters, distribute or otherwise grant in any manner any rights severally and not jointly, to subscribe for or purchase up to purchasean additional 857,250 Ordinary Shares, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and at the price per share set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities, solely for the purpose of covering over-allotments made in connection with the offering of the Initial Securities. The option hereby granted may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time upon a written notice by the Representatives to the Company setting forth the number of Option Securities as to which common stock the several Underwriters are then exercising the option and the date of payment and delivery for such Option Securities. Such date of delivery (the “Date of Delivery”) shall be determined by the Representatives, but shall not, unless the Date of Delivery is issuable upon determined to occur concurrently with the Closing Time, be earlier than three (five, if exercised prior to the Closing Time) full business days or later than seven full business days after the exercise of such Option Securities said option, nor in any event prior to the Closing Time. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase that proportion of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to acquire Convertible the total number of Initial Securities, the minimum aggregate amount of additional considerationsubject, if anyin each case, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution adjustments as SVB Securities in its sole discretion shall make to eliminate any sales or grant, then, for purposes purchases of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company and the Option Shareholders, distribute or otherwise acting severally and not jointly hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional l shares of Common Stock, including up to an additional l shares of Common Stock from the Option Shareholders in any manner any rights to subscribe for or to purchasethe respective amounts set forth opposite their names in Schedule C, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and at the price per share set forth in Schedule D, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which common stock is issuable may be made in connection with the offering and distribution of the Initial Securities upon notice by ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ Brothers to the Company and the Option Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ Brothers, but shall be no sooner than two full business days before, and not be later than seven full business days after, the exercise of such Option Securities said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase that proportion of additional consideration payable the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the Issuer upon the exercise total number of all such Option Initial Securities, plusand the Company and each of the Option Shareholders, acting severally and not jointly, will sell that proportion of the of total number of Option Securities then being purchased by the Underwriters, in the case of the Company, which bears to the total number of Option Securities and, in the case of Option Shareholders, which the Maximum Number of Option Securities to acquire Convertible Securities, be Sold set forth in Schedule C opposite the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise name of such Option Securities or upon Shareholder bears to the conversion or exchange total number of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior , subject in each case to such issuance, sale, distribution adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ Brothers in its discretion shall make to eliminate any sales or grant, then, for purposes purchases of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securities.fractional shares

Option Securities. If On the Issuer shall issuebasis of the representations and warranties herein contained, sellbut subject to the terms and conditions herein set forth, distribute or otherwise grant in any manner any rights the Company hereby grants to subscribe for or the several Underwriters an option to purchase, or any severally and not jointly, in the aggregate, up to [●] Ordinary Shares (the “Option Shares”), Series A warrants or options for (the “Series A Option Warrants”) to purchase ofup to [●] Ordinary Shares (the “Series A Option Warrant Shares”), common stock or any stock or securities convertible into or exchangeable for common stock and Series B warrants (such rightsthe “Series B Option Warrants” and together with the Series A Option Warrants, warrants or options being herein called "the “Option Warrants” and, collectively with the Option Shares, the “Option Securities" ”) to purchase up to [●] Ordinary Shares (the “Series B Option Warrant Shares” and such convertible together with the Series A Option Warrant Shares, the “Option Warrant Shares”),which may be purchased in any combination of Option Shares and/or Option Warrants at the Share Purchase Price and/or Warrant Purchase Price, respectively. The option granted hereunder may be exercised in whole or exchangeable stock or securities being herein called "Convertible Securities"), whether or in part at any time (but not such more than once) within 45 days after the date of the Prospectus (as defined below) upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Securities or as to which the rights to convert or exchange any such Convertible Securities in respect of such Underwriters are exercising the option and the date and time, as determined by the Representative, when the Option Securities are immediately exercisableto be delivered, and but in no event earlier than the price per share for First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) or later than the tenth Business Day after the date on which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case option shall have been exercised. The number of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, be purchased by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) each Underwriter shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange same percentage of the total maximum amount number of Option Securities to be purchased by the Underwriters as the number of Firm Securities to be purchased by such Convertible Underwriter is of the total number of Firm Securities issuable upon to be purchased by the exercise of Underwriters, as adjusted by the Representative in such manner as the Representative deems advisable to avoid fractional shares. No Option Securities shall be deemed to sold and delivered unless the Firm Securities previously have been issued as of the date of granting of such Option Securities been, or simultaneously are, sold and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesdelivered.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company and each of the Selling Shareholders, distribute or otherwise acting severally and not jointly, hereby grant in any manner any rights an option to subscribe for or the Underwriters, severally and not jointly, to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights up to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and an additional [ ] Ordinary Shares at the price per share set forth in Schedule B, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised once in whole or in part only for the purpose of covering overallotments which common stock is issuable may be made in connection with the offering and distribution of the Initial Securities upon notice by ▇▇▇▇▇▇▇ ▇▇▇▇▇ to the Company and the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (the "Date of Delivery") shall be reasonably determined by ▇▇▇▇▇▇▇ ▇▇▇▇▇, but shall not be later than seven full business days after the exercise of such Option Securities said option, nor in any event prior to the Closing Time, as hereinafter defined and shall be at least four business days following any notice by ▇▇▇▇▇▇▇ ▇▇▇▇▇. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase that proportion of additional consideration payable the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the Issuer upon total number of Initial Securities, subject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of fractional shares. If the exercise option is exercised as to all or any portion of all such the Option Securities, pluseach of the Underwriters, in acting severally and not jointly, will purchase that proportion of the case total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to acquire Convertible the total number of Initial Securities, first from the minimum aggregate amount Selling Shareholders on a pro rata basis based on the respective ownership of additional considerationeach of the Selling Shareholders as set forth on Schedule D and then from the Company, if anysubject in each case to such adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or purchases of fractional shares. Additionally, payable upon each of the issuance or sale of such Convertible Securities and upon Pre-funding Entities agrees to advance the conversion or exchange thereof, by Option Pre-Funding Amount (iias defined below) to subscribe for the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon issued by the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuanceCompany, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) set forth below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securities.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, selleach of the Selling Shareholders, distribute or otherwise grant in any manner any rights severally and not jointly, hereby grants an option to subscribe for or the Underwriters, severally and not jointly, to purchase, or any warrants or options for purchase up to the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such respective numbers of Option Securities or set forth in Schedule H opposite the rights names of the Selling Shareholders at a price per share equal to convert or exchange any such Convertible Securities the Purchase Price referred to in respect of such Option Securities are immediately exercisable, and Section 2(a) above; provided that the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per share equal to have been issued as any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of granting payment and delivery for such Option Securities. Any such time and date of delivery (an "Option Closing Date") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Date, as hereinafter defined. If the option is exercised as to all or any portion of the Option Securities, each of the Selling Shareholders, severally and not jointly, will sell to the Underwriters that proportion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Schedule H opposite the name of such Selling Shareholder, as the case may be, bears to the total number of Option Securities set forth in Schedule H, and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment each of the Exercise Price shall be made upon Underwriters, acting severally and not jointly, will purchase that proportion of the actual exercise total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A opposite the name of such Option Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or upon conversion or exchange purchases of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions set forth herein, sellthe Company hereby grants an option to the Underwriters, distribute or otherwise grant acting severally and not jointly, to purchase up to 2,250,000 additional Common Shares at a price per share equal to the Purchase Price referred to in any manner any rights to subscribe for or to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and Section 2(a) above; provided that the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per share equal to have been issued as any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments that may be made in connection with the offering and distribution of the Initial Securities upon notice by the Underwriters to the Company setting forth the number of Option Securities as to which the Underwriters are then exercising the option and the time and date of granting of payment and delivery for such Option Securities Securities. Any such time and thereafter date of delivery (an “Option Closing Date”) shall be deemed determined by the Underwriters, and may be the Closing Date (as hereinafter defined), but shall not be earlier than three full business days or later than seven full business days after the exercise of said option, nor in any event prior to be outstanding the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters the total number of Option Securities then being purchased, and the Issuer shall be deemed to have received as consideration therefor such price per shareUnderwriters will, determined as provided above. Except as otherwise provided in subsection (e) belowacting severally and not jointly, no additional adjustment purchase the total number of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange in amounts that are proportionate to the number of Initial Securities that the Underwriters have agreed to purchase hereunder as set forth on Schedule I hereto, subject, however, to such Convertible Securitiesadjustments to eliminate fractional shares as the Representatives in their sole discretion shall make.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company hereby grants an option to the Underwriters, distribute or otherwise grant in any manner any rights severally and not jointly, to subscribe for or purchase up to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such respective numbers of Option Securities or set forth opposite the rights names of the Company in Exhibit H hereto at a price per share equal to convert or exchange any such Convertible Securities the price per Initial Security referred to in respect of such Option Securities are immediately exercisable, and Section 2(a) above; provided that the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per share equal to have been issued as any dividends or distributions declared, paid or payable by the Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at the close of business on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of granting payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 11, nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Exhibit H opposite the name of the Company bears to the total number of Option Securities set forth in Exhibit H, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A opposite the name of such Underwriter, plus any additional number of Initial Securities which such Underwriter may become obligated to purchase pursuant to the provisions of Section 11 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of fractional shares. In connection with the sale of any Option Securities, the Manager, on its own behalf and for its own business reasons, agrees to pay to ▇▇▇▇▇ Fargo, for the account of the Underwriters, the Underwriting Discount for each Option Security purchased by the Underwriters set forth in Exhibit H (the “Option Securities Manager Offering Payment,” and thereafter shall be deemed to be outstanding and collectively with the Issuer shall be deemed to have received as consideration therefor such price per shareInitial Securities Manager Offering Payment, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securities“Manager Offering Payments”).

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Selling Shareholders, distribute or otherwise grant acting severally and not jointly, may grant, if so provided in any manner any rights the applicable Terms Agreement, an option to subscribe for or the Underwriters, severally and not jointly, to purchasepurchase up to an additional number of shares of Common Stock from the Selling Shareholders as set forth therein, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and at the price per share set forth therein, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date of such Terms Agreement and may be exercised in whole or in part (ratably among the Selling Shareholders) from time to time only for the purpose of covering over-allotments which common stock is issuable may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of such Option Securities said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase that proportion of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case total number of Option Securities then being purchased which the number of Initial Securities each such Underwriter has agreed to acquire Convertible purchase as set forth in the applicable Terms Agreement opposite the name of such Underwriter bears to the total number of Initial Securities, and the minimum aggregate amount of additional considerationSelling Stockholders, if anyacting severally and not jointly, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange sell that proportion of the total maximum amount number of Option Securities then being purchased which the number of Initial Securities each such Selling Shareholder has agreed to sell as set forth in the applicable Terms Agreement opposite the name of such Convertible Selling Shareholder bears to the total number of Initial Securities issuable upon being sold by the exercise Selling Shareholders, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Selling Stockholders indicated on Schedule B hereto as selling Option Securities hereunder, distribute or otherwise acting severally and not jointly, hereby grant in any manner any rights an option to subscribe for or the Underwriters to purchase, or any warrants or options for the purchase ofseverally and not jointly, common stock or any stock or securities convertible into or exchangeable for common stock (such rightsup to an additional o shares of Common Stock, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities")as set forth in Schedule B, whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and at the price per share set forth in Schedule C, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which common stock is issuable may be made in connection with the offering and distribution of the Initial Securities upon notice by ▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ Brothers to the attorneys-in-fact (as set forth in the Power of Attorney and Custody Agreement) and counsel (as set forth in Section 12 hereof) for the Selling Stockholders, setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of such Option Securities said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase that proportion of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to acquire Convertible the total number of Initial Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior subject in each case to such issuance, sale, distribution adjustments as the Representatives in their discretion shall make to eliminate any sales or grant, then, for purposes purchases of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company and each Selling Shareholder hereby grants an option to the Underwriters, distribute severally and not jointly, to purchase up to an additional -shares of Common Stock, as set forth in Schedule A or otherwise grant in any manner any rights to subscribe for or to purchaseB, or any warrants or options for as the purchase ofcase may be, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and at the price per share set forth in Schedule C, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which common stock is issuable may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and each Selling Shareholder setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery for the Option Securities (a "Date of Delivery") shall be determined by ▇▇▇▇▇▇▇ ▇▇▇▇▇, but shall not be later than seven full business days after the exercise of such Option Securities said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase that proportion of additional consideration payable the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the Issuer upon the exercise total number of all such Option Initial Securities, plusand, as to the Company and each Selling Shareholder, that proportion of which the total number of Securities set forth in Schedule A, in the case column titled "Maximum Number of Option Securities" opposite the name of the Company or the Selling Shareholder opposite the name of the Company or the Selling Shareholder bears to the total number of Securities to acquire Convertible Securitiesbe sold by the Company and the Selling Shareholder, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior subject in each case to such issuance, sale, distribution adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its discretion shall make to eliminate any sales or grant, then, for purposes purchases of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, the Issuer Company agrees to issue and sell the Option Securities to the several Underwriters as provided in this Agreement, and the Underwriters, on the basis of the representations, warranties and agreements set forth herein and subject to the conditions set forth herein, shall issue, sell, distribute or otherwise grant in any manner any rights to subscribe for or have the option to purchase, or any warrants or options for severally and not jointly, from the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Company the Option Securities or at the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amountPurchase Price plus accrued interest, if any, received or receivable by the Issuer as consideration for the granting of such Option Securitiesfrom March 17, plus the minimum aggregate amount of additional consideration payable 2014 to the Issuer upon date of payment and delivery. If any Option Securities are to be purchased, the exercise of all such Option Securities, plus, in the case principal amount of Option Securities to acquire Convertible Securities, be purchased by each Underwriter shall be the minimum aggregate principal amount of additional considerationOption Securities which bears the same ratio to the aggregate principal amount of Option Securities being purchased as the principal amount of Underwritten Securities set forth opposite the name of such Underwriter in Schedule 1 hereto (or such amount increased as set forth in Section 12 hereof) bears to the aggregate principal amount of Underwritten Securities being purchased from the Company by the several Underwriters, subject, however, to such adjustments to eliminate Securities in denominations other than $1,000.00 as the Representatives in their sole discretion shall make. The Underwriters may exercise the option to purchase Option Securities at any time in whole, or in part, on or before the thirtieth day following the date of the Prospectus, by written notice from the Representatives to the Company. Such notice shall set forth the aggregate principal amount of Option Securities plus accrued interest, if any, payable upon as to which the issuance or sale of such Convertible Securities option is being exercised and upon the conversion or exchange thereof, by (ii) date and time when the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon are to be delivered and paid for, which may be the conversion or exchange of all such Convertible Securities issuable upon same date and time as the exercise of such Option SecuritiesClosing Date (as hereinafter defined) but shall not be less earlier than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution Closing Date or grant, then, for purposes of subsection later than the tenth full business day (bas hereinafter defined) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of after the date of granting such notice (unless such time and date are postponed in accordance with the provisions of Section 12 hereof). Any such Option Securities and thereafter notice shall be deemed given at least two business days prior to be outstanding the date and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment time of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesdelivery specified therein.

Option Securities. If (i) In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sell, distribute or otherwise grant in any manner any rights each of the Forward Seller (with respect to subscribe for or to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Borrowed Option Securities" ) and such convertible or exchangeable stock or securities being herein called "Convertible the Company (with respect to Company Option Securities and Company Top-Up Option Securities") hereby grants an option to and agrees to sell to each Underwriter, severally and not jointly, and each Underwriter, severally and not jointly, agrees to purchase from the Forward Seller (with respect to Borrowed Option Securities) and the Company (with respect to Company Option Securities and Company Top-Up Option Securities), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and the price per share for which common stock is issuable upon the exercise of such option by the Underwriters, up to an additional 1,200,000 shares of Common Stock, at the price per share set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Underwritten Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part at any time from time to time upon notice by the Representative to the Company and the Forward Seller setting forth the number of Option Securities or upon conversion or exchange as to which the several Underwriters are then exercising the option and the time and date of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration payment and delivery for the granting of such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representative, plus the minimum aggregate amount of additional consideration payable to the Issuer upon but shall not be later than seven full business days after the exercise of all such Option Securitiessaid option, plus, nor in any event prior to the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by Closing Time. (ii) Within one business day after such notice is given, the total maximum Company may, in its sole discretion, execute and deliver to the Forward Purchaser a letter agreement (each such letter agreement, an “Additional Forward Sale Agreement”) between the Company and the Forward Purchaser. Such Additional Forward Sale Agreement will relate to the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement of a number of shares of common stock issuable upon Common Stock equal to the exercise aggregate number of such Option Securities as to which the several Underwriters are then exercising the option to be sold by the Forward Seller pursuant to this Section 2, on terms substantially similar to the Initial Forward Sale Agreement, mutatis mutandis, as agreed by the parties. If the Company does not timely execute and deliver such Additional Forward Sale Agreement pursuant to the above or upon the conversion or exchange of all Forward Purchaser does not timely execute and deliver to the Company such Convertible Securities issuable upon the exercise of Additional Forward Sale Agreement, such Option Securities) Additional Forward Sale Agreement shall not be less than the Fair Market Value per Share of Common Stock immediately prior deemed to such issuance, sale, distribution or grant, then, exist for purposes of subsection (b) above, this Agreement and the total maximum Company will sell a number of shares of common stock issuable upon Common Stock equal to the exercise aggregate number of such Option Securities as to which the several Underwriters are then exercising the option. Shares of Common Stock sold by the Company pursuant to this Section 2(b) are herein referred to collectively as “Company Option Securities.” (iii) If the option is exercised as to all or any portion of the Option Securities, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Borrowed Option Securities, Company Option Securities or upon conversion or exchange Company Top-Up Option Securities, as applicable, then being purchased which the number of Underwritten Securities set forth in Schedule A opposite the name of such Underwriter bears to the total maximum amount number of Underwritten Securities, subject, in each case, to such Convertible Securities issuable upon adjustments as the exercise Representative in its sole discretion shall make to eliminate any sales or purchases of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Selling Stockholders, distribute or otherwise acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 450,000 shares of Common Stock, as set forth in any manner any rights to subscribe for or to purchaseSchedule B, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and at the price per share set forth in Schedule C, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire thirty (30) days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which common stock is issuable may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Selling Stockholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of such Option Securities said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase that proportion of additional consideration payable the total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to the Issuer upon total number of Initial Securities, subject in each case to such adjustments as the exercise Representatives in their discretion shall make to eliminate any sales or purchases of all such fractional shares. If the option is exercised only as to a portion of the Option Securities, plus, in then the case number of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, be sold by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) each Selling Stockholder shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitieson a pro rata basis.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties and other terms and conditions set forth in this Agreement, sellthe Company hereby grants an option to the Underwriters, distribute severally and not jointly, to purchase from the Company the principal amount of Option Securities at the Purchase Price plus accrued interest, if any, from the Closing Date to the date of payment and delivery. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the Execution Time and may be exercised in whole or otherwise grant in any manner any rights part from time to subscribe time in one or more (but not more than three) installments, including at the Closing Date, upon written notice by the Representative to the Company setting forth the principal amount of Option Securities as to which the several Underwriters are then exercising the option to purchase and the time and date of payment and delivery for or to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" . Any such time and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect date of such Option Securities are immediately exercisable, payment for and the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect delivery of such Option Securities (an “Option Closing Date”) shall be determined by dividing the Representative, but shall not be later than seven full business days after the exercise of said option (i) unless postponed in accordance with the aggregate amountprovisions of Section 10), if any, received nor in any event prior to the Closing Date. If the option to purchase is exercised as to all or receivable by any portion of the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable Company will issue and sell to the Issuer upon Underwriters, severally and not jointly, and each of the exercise Underwriters, acting severally and not jointly, will purchase from the Company that proportion of all such Option Securities, plus, in the case total principal amount of Option Securities to acquire Convertible Securities, then being purchased which the minimum aggregate principal amount of additional consideration, if any, payable upon Initial Securities set forth in Exhibit A opposite the issuance or sale name of such Convertible Underwriter, plus any additional principal amount of Initial Securities and upon which such Underwriter may become obligated to purchase pursuant to the conversion or exchange thereofprovisions of Section 10 hereof, by (ii) bears to the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum principal amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Initial Securities.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Selling Shareholders, distribute acting severally and not jointly, hereby grant an option to the Representative on behalf of the Managers to purchase up to an additional [o] shares, in the form of Ordinary Shares or otherwise grant in any manner any rights to subscribe for or to purchaseADSs, or any warrants or options for (provided, however, that the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such number of Option Securities or offered and sold into the rights to convert or exchange any such Convertible Securities in respect United States may not exceed 15% of such Option Securities are immediately exercisable, and the Initial Securities) at the price per share set forth in Schedule C, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which common stock is issuable may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representative to the Selling Shareholders setting forth the number of Option Securities as to which the several Managers are then exercising the option, whether all or a portion of such Option Shares are to be delivered in the form of ADSs, and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representative, but shall not be later than seven full business days after the exercise of such Option Securities said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Managers, acting severally and not jointly, will purchase that proportion of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Manager bears to acquire Convertible the total number of Initial Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior subject in each case to such issuance, sale, distribution adjustments as the Representative in its discretion shall make to eliminate any sales or grant, then, for purposes purchases of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company hereby grants an option to the Underwriters, distribute or otherwise grant in any manner any rights severally and not jointly, to subscribe for or purchase up to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such 2,000,000 Option Securities or at a price per share equal to the rights Purchase Price referred to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and Section 2(a) above; provided that the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per share equal to have been issued as any dividends or distributions declared, paid or payable by the Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised, in whole or in part, and from time to time, only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities, upon written notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of granting payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10, nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that number of Option Securities then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A opposite the name of such Option Underwriter, plus any additional number of Initial Securities and thereafter which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall be deemed make to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment eliminate any sales or purchases of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company and the Selling Stockholders, distribute or otherwise grant acting severally and not jointly, hereby grant(s) an option to the Underwriters, severally and not jointly, to purchase up to an additional [—] shares of Common Stock, as set forth in any manner any rights to subscribe for or to purchaseSchedule B, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and at the price per share set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company and the Selling Stockholders setting forth the number of Option Securities as to which common stock is issuable upon the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after nor earlier than two business days before the exercise of such Option Securities said option, nor in any event prior to the Closing Time. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase that proportion of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to acquire Convertible the total number of Initial Securities, the minimum aggregate amount of additional considerationsubject, if anyin each case, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ in its sole discretion shall make to eliminate any sales or grant, then, for purposes purchases of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Selling Shareholder hereby grants an option to the Underwriters, distribute or otherwise grant in any manner any rights severally and not jointly, to subscribe for or purchase up to purchasethe number of shares of Common Stock, or any warrants or options for if any, set forth opposite the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Selling Shareholder’s name under the heading “Maximum Number of Option Securities or the rights to convert or exchange any such Convertible Securities be Sold” in respect Schedule B hereto, an additional 600,000 shares of such Option Securities are immediately exercisable, and Common Stock at the price per share set forth in Schedule C, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Company and the Selling Shareholder setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for which common stock is issuable upon such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of such Option Securities said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase from the Selling Shareholder that proportion of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case total number of Option Securities to acquire Convertible Securities, then being purchased which the minimum aggregate amount number of additional consideration, if any, payable upon Initial Securities set forth in Schedule A opposite the issuance or sale name of such Convertible Securities and upon the conversion or exchange thereof, by (ii) Underwriter bears to the total maximum number of shares of common stock issuable upon Initial Securities to be sold by the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior Selling Shareholder as set forth on Schedule B hereto, subject in each case to such issuance, sale, distribution adjustments as the Representatives in their discretion shall make to eliminate any sales or grant, then, for purposes purchases of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Selling Shareholders, distribute or otherwise acting severally and not jointly, hereby grant an option to the Underwriters, severally and not jointly, to purchase up to an additional 375,750 Ordinary Shares, as set forth in any manner any rights to subscribe for or to purchaseSchedule B, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and at the price per share set forth in Schedule C, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering overallotments which common stock is issuable may be made in connection with the offering and distribution of the Initial Securities upon notice by ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Citigroup to the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Citigroup but shall not be later than seven full business days after the exercise of such Option Securities said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase from each Selling Shareholder that proportion of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to acquire Convertible the total number of Initial Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior subject in each case to such issuance, sale, distribution adjustments as ▇▇▇▇▇▇▇ ▇▇▇▇▇ and Citigroup in their discretion shall make to eliminate any sales or grant, then, for purposes purchases of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company hereby grants an option to the Underwriters, distribute or otherwise grant in any manner any rights severally and not jointly, to subscribe for or purchase up to purchase, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such 750,000 Option Securities or at a price per share equal to the rights Purchase Price referred to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and Section 2(a) above; provided that the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per share equal to have been issued as any dividends or distributions declared, paid or payable by the Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of granting payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the Option Securities, the Company will sell to the Underwriters that proportion of the total number of Option Securities then being purchased which the number of Option Securities set forth in Section 2(b), and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A opposite the name of such Option Underwriter, plus any additional number of Initial Securities and thereafter which such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representatives in their discretion shall be deemed make to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment eliminate any sales or purchases of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, selleach Selling Stockholder, distribute or otherwise grant severally and not jointly, hereby grants an option to the Underwriters, severally and not jointly, to purchase up to an additional 150,000 shares of Common Stock, as set forth in any manner any rights to subscribe for or to purchaseSchedule B, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and at the price per share set forth in Schedule A, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted may be exercised for 30 days after the date hereof and may be exercised in whole or in part from time to time upon notice by the Representatives to the Selling Stockholders setting forth the number of Option Securities as to which common stock is issuable upon the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a “Date of Delivery”) shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of such Option Securities said option, nor in any event prior to the Closing Time. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase that proportion of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case total number of Option Securities then being purchased which the number of Initial Securities set forth in Schedule A opposite the name of such Underwriter bears to acquire Convertible the total number of Initial Securities, subject, in each case, to such adjustments as the minimum aggregate amount Representatives in their discretion shall make to eliminate any sales or purchases of additional consideration, if any, payable upon fractional shares. Option Securities will be purchased from the issuance or sale Selling Stockholders in a pro rata fashion based on the proportion of Initial Securities set forth in Schedule B opposite the name of such Convertible Securities and upon the conversion or exchange thereof, by (ii) Selling Stockholder to the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Initial Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior , subject in each case to such issuance, sale, distribution adjustments as the Representatives in their discretion shall make to eliminate any sales or grant, then, for purposes purchases of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Selling Shareholders, distribute or otherwise grant acting severally and not jointly, may grant, if so provided in any manner any rights the applicable Terms Agreement, an option to subscribe for or the Underwriters, severally and not jointly, to purchasepurchase up to an additional number of shares of Common Stock from the Selling Shareholders as set forth therein, or any warrants or options for the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or the rights to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and at the price per share set forth therein, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Initial Securities but not payable on the Option Securities. The option hereby granted will expire 30 days after the date of such Terms Agreement and may be exercised in whole or in part (ratably among the Selling Shareholders) from time to time only for the purpose of covering over-allotments which common stock is issuable may be made in connection with the offering and distribution of the Initial Securities upon notice by the Representatives to the Selling Shareholders setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "Date of Delivery") shall be determined by the Representatives, but shall not be later than seven full business days after the exercise of such Option Securities said option, nor in any event prior to the Closing Time, as hereinafter defined. If the option is exercised as to all or upon conversion or exchange any portion of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus each of the minimum aggregate amount Underwriters, acting severally and not jointly, will purchase that proportion of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case total number of Option Securities then being purchased which the number of Initial Securities each such Underwriter has agreed to acquire Convertible purchase as set forth in the applicable Terms Agreement opposite the name of such Underwriter bears to the total number of Initial Securities, and the minimum aggregate amount of additional considerationSelling Shareholders, if anyacting severally and not jointly, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange sell that proportion of the total maximum amount number of Option Securities then being purchased which the number of Initial Securities each such Selling Shareholder has agreed to sell as set forth in the applicable Terms Agreement opposite the name of such Convertible Selling Shareholder bears to the total number of Initial Securities issuable upon being sold by the exercise Selling Shareholders, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of such Option Securities shall be deemed to have been issued as of the date of granting of such Option Securities and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment of the Exercise Price shall be made upon the actual exercise of such Option Securities or upon conversion or exchange of such Convertible Securitiesfractional shares.

Option Securities. If In addition, on the Issuer shall issuebasis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, sellthe Company hereby grants an option to the Underwriters, distribute or otherwise grant in any manner any rights severally and not jointly, to subscribe for or to purchase, purchase from the Company all or any warrants or options for portion of the purchase of, common stock or any stock or securities convertible into or exchangeable for common stock (such rights, warrants or options being herein called "Option Securities" and such convertible or exchangeable stock or securities being herein called "Convertible Securities"), whether or not such Option Securities or at a price per share equal to the rights Purchase Price referred to convert or exchange any such Convertible Securities in respect of such Option Securities are immediately exercisable, and Section 2(a) above; provided that the price per share for which common stock is issuable upon the exercise of such Option Securities or upon conversion or exchange of such Convertible Securities in respect of such Option Securities (determined by dividing (i) the aggregate amount, if any, received or receivable by the Issuer as consideration for the granting of such Option Securities, plus the minimum aggregate amount of additional consideration payable to the Issuer upon the exercise of all such Option Securities, plus, in the case of Option Securities to acquire Convertible Securities, the minimum aggregate amount of additional consideration, if any, payable upon the issuance or sale of such Convertible Securities and upon the conversion or exchange thereof, by (ii) the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon the conversion or exchange of all such Convertible Securities issuable upon the exercise of such Option Securities) shall be less than the Fair Market Value per Share of Common Stock immediately prior to such issuance, sale, distribution or grant, then, for purposes of subsection (b) above, the total maximum number of shares of common stock issuable upon the exercise of such Option Securities or upon conversion or exchange of the total maximum amount of such Convertible Securities issuable upon the exercise of such any Option Securities shall be deemed reduced by an amount per share equal to have been issued any dividends or distributions declared, paid or payable by the Company on the Initial Securities but not payable on such Option Securities. The option hereby granted will expire at 11:59 P.M. (New York City time) on the 30th day after the date hereof and may be exercised in whole or in part from time to time only upon written notice by the Representative to the Company setting forth the number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (an “Option Closing Date”) shall be determined by the Representative, but shall not be later than seven full business days after the exercise of said option (unless postponed in accordance with the provisions of Section 10 hereof), nor in any event prior to the Closing Date. If the option is exercised as to all or any portion of the date of granting of Option Securities, the Company will sell to the Underwriters such Option Securities then being purchased, and thereafter shall be deemed to be outstanding and the Issuer shall be deemed to have received as consideration therefor such price per share, determined as provided above. Except as otherwise provided in subsection (e) below, no additional adjustment each of the Exercise Price shall be made upon Underwriters, acting severally and not jointly, will purchase that proportion of the actual exercise total number of Option Securities then being purchased which the number of Initial Securities set forth in Exhibit A hereto opposite the name of such Option Underwriter, plus any additional number of Initial Securities that such Underwriter may become obligated to purchase pursuant to the provisions of Section 10 hereof, bears to the total number of Initial Securities, subject in each case to such adjustments as the Representative in its discretion shall make to eliminate any sales or upon conversion or exchange purchases of such Convertible Securitiesfractional shares.