Common use of Option Shares Clause in Contracts

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. On In addition, on the basis of the representations, representations and warranties herein contained and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price per share as set forth in Section 2(a) hereof, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares. The option granted hereunder hereby may be exercised in whole or in part by giving written notice (i) at any time before the Closing Time and (but not more than onceii) only twice thereafter within 30 days after the effective date of this Agreement upon notice (confirmed in writing) Agreement, by you, as Representatives of the Representatives several Underwriters, to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, option and the names time and denominations in date at which the such certificates are to be delivered. The time and date at which certificates for the Option Shares are to be registered and the date and time, as delivered shall be determined by youthe Representatives but shall not be earlier than three nor later than 10 full business days after the exercise of such option, when nor in any event prior to the Option Shares are to be delivered, Closing Time (such time and date being herein referred to as the “Second Closing” and “Second Option Closing Date,” respectively; provided”). Notwithstanding the foregoing, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after if the date on which of exercise of the option is before the Closing Time, the notice of exercise shall have been exercisedset the Closing Time as the Option Closing Date. The number of Option Shares to be purchased by each Underwriter shall be in the same percentage of proportion to the total number of Option Shares to be being purchased by the several Underwriters as the number of Firm Shares to be being purchased by such Underwriter is of Underwriters bears to the total number of Firm Shares to be purchased by the several UnderwritersShares, as adjusted by the Representatives you in such manner as the Representatives deem advisable to avoid fractional shares. No You, as Representatives of the several Underwriters, may cancel such option at any time prior to its expiration by giving written notice of such cancellation to the Company. To the extent, if any, that the option is exercised, payment for the Option Shares shall be sold and delivered unless made on the Firm Shares previously have beenOption Closing Date in federal (same day) funds through the facilities of The Depository Trust Company in New York, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable New York drawn to the order of the Company, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 375,000 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representative on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representative in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters, as adjusted Underwriters pursuant to the exercise of the option granted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares this Section 7 shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, as appropriate, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx Testx, Xxrwxxx & Co.Xhibxxxxx xx at such other place as may be agreed upon among the Representative and the Company (i) on the Closing Date, U.S. Bancorp Centerif written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, 800 Nicollet Mallor (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, Minneapolis, Minnesota, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representative so elects, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the RepresentativesRepresentative. 27 - 27 - It is understood that you, individually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the compliance with any of the conditions herein contained.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” ”, respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives Representative in such manner as the Representatives deem Representative deems advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company Company, as appropriate, to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered option and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively”; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. The Each of the First Closing Date and the Second Closing Date may be referred to herein as a “Closing Date.” Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to be purchased by each Underwriter shall be such adjustments to eliminate fractional shares as you may determine) that bears the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters on such Second Closing Date as the number of Firm Shares to be purchased by set forth in Schedule I hereto opposite the name of such Underwriter is of bears to the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional sharesShares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, Company at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., a.m. Central time, time on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the ________ Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against receipt of a wire transfer reference number issued by the Federal Reserve System evidencing payment of the purchase price therefor by the several Underwriters by wire transfer of same day immediately available funds payable to the order of an account specified in writing by the Company, as appropriate, . Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx Xxxxxx Xxxxxx White & Co.XxXxxxxxx, U.S. Bancorp Center000 Xxxxxxxxxx Xxxxxx, 800 Nicollet MallXxxx Xxxx, MinneapolisXxxxxxxxxx, Minnesota00000 or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the three hundred thousand (300,000) Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representative on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of forty-five (but not more than once45) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (as set forth in Schedule "A" attached hereto) bears to the total number of Firm Shares purchased by the several Underwriters (as set forth in Schedule "A" attached hereto), adjusted by the Representative in such manner as to avoid fractional shares. Delivery of definitive certificates evidencing the Option Shares to be purchased by the several Underwriters, as adjusted Underwriters pursuant to the exercise of the option granted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares this Section 7 shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery to the Company, as appropriate, ). Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx & Co.the Representative, U.S. Bancorp Centeror at such other place as may be agreed upon between the Representative and the Company (i) on the Closing Date, 800 Nicollet Mallif written notice of the exercise of such option is received by the Company at least three (3) full business days prior to the Closing Date, Minneapolisor (ii) on a date that shall not be later than the fifth (5th) full business day following the date the Company receives written notice of the exercise of such option, Minnesota, if such notice is received by the Company less than three (3) full business days prior to the Closing Date. The certificates evidencing the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for inspection at least two (2) full business days prior to the date of payment and delivery and will be mutually acceptable at 9:00 a.m.in such It is understood that you, Central timeindividually, on and not as the Second Closing Date. Delivery Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of the option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be made by credit through the facilities subject (as of the Depository Trust Company’s DWAC System or Full Fast Delivery Program date hereof and as of the date of payment and delivery for such Option Shares) to accounts designated the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the RepresentativesCompany of its obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, instruments, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company, or the compliance with any of the conditions herein contained in each case in all material respects.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the three hundred thousand (300,000) Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representative on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of forty-five (but not more than once45) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (as set forth in Schedule "A" attached hereto) bears to the total number of Firm Shares purchased by the several Underwriters (as set forth in Schedule "A" attached hereto), adjusted by the Representative in such manner as to avoid fractional shares. Delivery of definitive certificates evidencing the Option Shares to be purchased by the several Underwriters, as adjusted Underwriters pursuant to the exercise of the option granted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares this Section 7 shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery to the Company, as appropriate, ). Such delivery and payment shall take place at the offices of Cruttenden Roth Xxxorporated, 18300 Xxx Xxxxxx, Xxxxx Xxxxxxx & Co.000, U.S. Bancorp CenterXxxxxx, 800 Nicollet MallXxxxxxxxxx, Minneapolisxx at such other place as may be agreed upon between the Representative and the Company (i) on the Closing Date, Minnesotaif written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date that shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates evidencing the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for inspection at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representative so elects, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the RepresentativesRepresentative. It is understood that you, individually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of the option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 300,000 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in same-day funds payable to the order of the Company, as appropriateor by wire transfer. In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx Palmxx & Co.Xodge LLP, U.S. Bancorp CenterOne Xxxxxx Xxxxxx, 800 Nicollet MallXxxxxx, MinneapolisXxxxxxxxxxxxx, Minnesotaxx at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m., Central time, on least two (2) full business days prior to such date of payment and delivery. If the Second Representatives so elect or at any time after the Closing Date. Delivery , delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. 27 -27- (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the compliance with any of the conditions herein contained.

Option Shares. On In addition, on the basis of the representations, warranties and agreements herein contained, but contained and subject to the terms and conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase up to an option additional 7,272,727 Option Shares at the price per Share set forth in Schedule A hereto. In the event and to the extent that the Underwriters shall exercise the election to purchase all or any a portion of Option Shares as provided above, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction, the numerator of which is the maximum number of Initial Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter in Schedule A hereto and the denominator of which is the aggregate number of Initial Shares that all of the Underwriters are entitled to purchase hereunder at the same purchase price as the Firm Sharesper Share set forth in Schedule A hereto. The option hereby granted hereunder will expire 30 days after the date hereof and may be exercised in whole or in part at any 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 Shares as may be modified by subsequent purchases and sales by the Underwriters, upon written (but not more than onceincluding by email) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered option and the time and date of payment and time, as determined by you, when the delivery for such Option Shares are to be delivered, Shares. Any such time and date being herein referred of delivery, if subsequent to as the Closing Time, is called a “Second ClosingDate of Delivery” and “Second Closing Date,” respectively; providedshall be determined by the Representatives, however, that the Second Closing Date but shall not be earlier later than the First Closing Date nor earlier than the second seven full business day days after the date on which exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined, unless otherwise agreed upon by the Representatives and the Company. If the option shall have been exercised. The number is exercised as to all or any portion of the Option Shares, the Underwriters will purchase the entire aggregate principal amount of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representativesthen being purchased.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, with respect to 225,000 of the Option Shares, and each Selling Stockholder, with respect to the number of Option Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto, hereby grants grant to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Representative to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” ”, respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from each Selling Stockholder granting an option to purchase the Option Shares, on a pro rata basis up to 225,000 Option Shares, that number of Option Shares (to be adjusted by the Representative to avoid fractional shares) which represents the same proportion that the number of Option Shares granted by each such Selling Stockholder bears to the total number of Option Shares granted by all such Selling Stockholder, and, to the extent the option to purchase Option Shares exceeds 225,000, from the Company up to an aggregate of 225,000 Option Shares. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives Representative in such manner as the Representatives Representative deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company Custodian and the Company, as appropriate, to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Custodian or the Company, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the ________ Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in SCHEDULE A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in SCHEDULE A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, as appropriate, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP, 000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxxxxx & Co.Xxxx, U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, XX 00000 or at such other location place as may be mutually acceptable at 9:00 a.m., Central time, agreed upon among the Representatives and the Company (i) on the Second Closing Date. Delivery , if written notice of the Option Shares will be made by credit through the facilities exercise of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated such option is received by the Representatives.Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion of the up to 112,500 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon Such notice (confirmed in writing) by the Representatives to the Company setting shall set forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered option is being exercised and the date and time, time as reasonably determined by you, you when the such Option Shares are to be delivered. Such option may be exercised by Cruttenden Xxxx Incorporated, such time and date being herein referred to as on behalf of the “Second Closing” and “Second Closing Date,” respectively; providedseveral Underwriters, however, that on one (1) or more occasions in whole or in part during the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day period of forty-five (45) days after the date on which the option shall have been exercisedFirm Shares are initially offered to the public by giving written notice (the "Option Notice") to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by Cruttenden Xxxx Incorporated in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters, as adjusted Underwriters pursuant to the exercise of the option granted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares this Section 7 shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the CompanyCompany (and the Company agrees not to deposit any such check in the bank on which it is drawn, as appropriateand not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the payee). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx & Co.Cruttenden Xxxx Incorporated, U.S. Bancorp Center00000 Xxx Xxxxxx, 800 Nicollet MallSuite 100, MinneapolisIrvine, MinnesotaCalifornia or at such other place as may be agreed upon between Cruttenden Xxxx Incorporated and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company after the date two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If Cruttenden Xxxx Incorporated so elects, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the RepresentativesRepresentative. It is understood that you, individually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 600,000 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same day Federal funds payable to the order of account specified by the Company, as appropriate, . Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx Greenberg Traurig Hoffman Lipoff Rosen & Co.Quentel, U.S. Bancorp CenterP.A., 800 Nicollet Mall1221 Brickell Xxxxxx, MinneapolisXiami, MinnesotaFloxxxx 00100 xx ax xxxh oxxxx xxace as mxx xx xxxxxx xxxx xxxxx xxx Xxxxxxxxxxxxxxs and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.

Option Shares. On Company acknowledges that any shares which it may acquire from Bravo! Foods pursuant to the basis exercise of the representations, warranties and agreements Options provided for herein contained, but subject will not have been registered pursuant to the terms Securities Act of 1933, as amended (the "Securities Act"), and conditions herein set forththerefore may not be sold or transferred by Company except in the event that such shares are the subject of a registration statement or any future sale or transfer is, in the opinion of counsel for Bravo! Foods, exempt from such registration provisions. Company hereby grants acknowledges that any shares which it may acquire pursuant to the several Underwriters an option to purchase all or any portion exercise of the Option Shares Options will be for its own account and for investment purposes only and not with a view to the resale or redistribution of same. Company further consents that the following legend be placed upon all certificates for shares of Common Stock which may be issued to Company upon the exercise of the Options: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED." Company further consents that no stop transfer instructions being placed against all certificates may not be issued to it upon the exercise of the Options. (i) If the Bravo! Foods executes a Registration during the term of the contract, then the Company's shares will be added to this Registration at no cost to the same purchase price as the Firm SharesCompany. The option granted hereunder may be exercised in whole Bravo! Foods shall bear all costs and expenses attributable to such registration, excluding fees and expenses of Company's counsel and any underwriting or in part selling commission. Bravo! Foods shall maintain the effectiveness of such registration throughout the term of this Agreement and for a 120 day period thereafter. (ii) Notwithstanding the foregoing, if the Shares issuable upon exercise of the Options are not otherwise registered under the Securities Act and the Bravo! Foods shall at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on hereof propose to file a registration statement under the Securities Act, which registration statement shall include shares of Common Stock of Bravo! Foods or any selling shareholder, Bravo! Foods shall give written notice to Company of such proposed registration and will permit Company to include in such registration all Shares which it has acquired as of the option shall have been exerciseddate of such notice. The number Bravo! Foods shall bear all costs and expenses attributable to such registration, excluding fees and expenses of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold Company's counsel and delivered unless the Firm Shares previously have been, any underwriting or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representativesselling commission.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares to be sold by the Company hereunder, at the same purchase price as the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by youthe Representative, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” ”, respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised, unless otherwise agreed. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives Representative in such manner as the Representatives deem Representative deems advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, Company at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will Shares, in book-entry form shall be made by credit through DWAC or full fast transfer to the facilities of accounts at the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the RepresentativesRepresentative.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion of the up to 192,000 Option Shares Shares, at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon Such notice (confirmed in writing) by the Representatives to the Company setting shall set forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered option is being exercised and the date and time, time as reasonably determined by you, you when the such Option Shares are to be delivered. Such option may be exercised by Cruttenden Xxxx Incorporated, such time and date being herein referred to as on behalf of the “Second Closing” and “Second Closing Date,” respectively; providedseveral Underwriters, however, that on one (1) or more occasions in whole or in part during the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day period of forty-five (45) days after the date on which the option shall have been exercisedFirm Shares are initially offered to the public by giving written notice (the "Option Notice") to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by Cruttenden Xxxx Incorporated in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters, as adjusted Underwriters pursuant to the exercise of the option granted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares this Section 7 shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the CompanyCompany (and the Company agrees not to deposit any such check in the bank on which it is drawn, as appropriateand not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the payee). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx & Co.Cruttenden Xxxx Incorporated, U.S. Bancorp Center00000 Xxx Xxxxxx, 800 Nicollet MallSuite 100, MinneapolisIrvine, MinnesotaCalifornia or at such other place as may be agreed upon between Cruttenden Xxxx Incorporated and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company after the date two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If Cruttenden Xxxx Incorporated so elects, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the RepresentativesRepresentative. It is understood that you, individually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Stockholders, severally and not jointly, in the amounts set forth opposite their names on Schedule B, hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 200,000 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representative on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of forty-five (but not more than once45) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Selling Stockholders. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representative in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters, as adjusted Underwriters pursuant to the exercise of the option granted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares this Section 7 shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Selling Stockholders (and the Selling Stockholders agree not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery to the Company, as appropriate, ). Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx & Co.the Representative, U.S. Bancorp Centeror at such other place as may be agreed upon by the Representative and the Selling Stockholders (i) on the Closing Date, 800 Nicollet Mallif written notice of the exercise of such option is received by the Selling Stockholders at least three (3) full business days prior to the Closing Date, Minneapolisor (ii) on a date which shall not be later than the fifth (5th) full business day following the date the Selling Stockholders receives written notice of the exercise of such option, Minnesota, if such notice is received by the Selling Stockholders less than three (3) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for inspection at least two (2) full business days prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least three (3) full business days prior to such date of payment and delivery. If the Representative so elects, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Stockholders herein, to the accuracy of the statements of the Company and officers of the Company and the Selling Stockholders made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Stockholders or the compliance with any of the conditions herein contained.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, (i) the Company hereby grants to the several Underwriters Underwriter an option to purchase all or any portion of the Company Option Shares (as defined below) and (ii) each Selling Stockholder, with respect to the number of Selling Stockholder Option Shares (as defined below) set forth opposite the name of such Selling Stockholder in Schedule I hereto, hereby grants to the Underwriter an option to purchase all or any portion of the Selling Stockholder Option Shares, in each case at the same purchase price as the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Underwriter to the Company (with a courtesy copy to its counsel at Xxxxxxx Xxxxxxx & Xxxxxxxx LLP) and to the Attorneys‑in‑Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are Underwriter is exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered option and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercised. The If the option is exercised, the obligation of the Underwriter shall be to purchase from (x) the Company up to 112,500 Option Shares (the “Company Option Shares”) and (y) the Selling Stockholders granting an option to purchase the Option Shares up to 562,500 Option Shares (the “Selling Stockholder Option Shares”). Such purchase shall be on a pro rata basis, with the number of Option Shares to be purchased from the Company or any Selling Stockholder (to be adjusted by each the Underwriter shall to avoid fractional shares) to be in the same percentage proportion that the number of Option Shares granted by the Company or such Selling Stockholder bears to the total number of Option Shares to be purchased granted by the several Underwriters as the number of Firm Shares to be purchased by Company and all such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional sharesSelling Stockholders. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. On In addition, upon the basis of the representations, warranties and agreements herein contained, but subject to the representations and other terms and conditions herein set forth, at the Company purchase price per share of Common Stock set forth in paragraph (a) above, each Option Selling Stockholder, acting severally and not jointly, hereby grants to the several Underwriters an option to the Underwriters, acting severally and not jointly, to purchase from the Company and each Option Selling Stockholder in Schedule I hereto, all or any portion part of the Option Shares at set forth in Schedule I opposite such party's name, plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the same purchase price as the Firm Sharesprovisions of Section 8 hereof. The option hereby granted hereunder will expire 30 days after the date hereof and may be exercised in whole or in part at any from time (but not more than once) to time within 30 days after such 30-day period only for the effective date purpose of this Agreement covering over-allotments which may be made in connection with the offering and distribution of the Initial Shares upon notice (confirmed in writing) by the Representatives to the Company and the Attorneys setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered option and the time and date of payment and time, as determined by you, when the delivery for such Option Shares are to be delivered, Shares. Any such time and date being herein referred to as of delivery (an "Option Closing Time") shall be determined by the “Second Closing” and “Second Closing Date,” respectively; providedRepresentatives, however, that the Second Closing Date but shall not be earlier later than three full business days (or earlier, without the First Closing Date nor earlier consent of the Company, than the second two full business day days) after the date on which exercise of such option, nor in any event prior to the Closing Time, as hereinafter defined. If the option shall have been exercised. The is exercised as to all or any portion of the Option Shares, each Option Selling Stockholder will sell that number of Option Shares to be purchased by each Underwriter shall be that bears the same percentage proportion to the total number of Option Shares then being purchased as the number of Option Shares set forth in Schedule I opposite the name of such Option Selling Stockholder bears to the total number of Option Shares then being purchased, and each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares to be then being purchased by the several Underwriters as which the number of Firm Initial Shares to be purchased by set forth in Schedule II opposite the name of such Underwriter is of bears to the total number of Firm Initial Shares, plus any additional number of Option Shares which such Underwriter may become obligated to be purchased by purchase pursuant to the several Underwritersprovisions of Section 8 hereof, as adjusted by subject in each case to such adjustments among the Representatives in such manner Underwriters as the Representatives deem advisable Underwriters in their sole discretion shall make to avoid eliminate any sales or purchases of fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 187,500 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representative on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of forty-five (but not more than once45) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public by giving written notice (the "Option Notice") to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representative in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters, as adjusted Underwriters pursuant to the exercise of the option granted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares this Section 7 shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the CompanyCompany (and the Company agrees not to deposit any such check in the bank on which it is drawn, as appropriateand not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the payee). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx, Xxxxxxx & Co.Xxxxxxxx LLP, U.S. Bancorp Center000 Xxxxxxxx Xxxxxx, 800 Nicollet MallXxxxx 0000, MinneapolisXxxxxx, MinnesotaXxxxx or at such other place as may be agreed upon between the Representative and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company after the date two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representative so elects, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the RepresentativesRepresentative. It is understood that you, individually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Option Selling Stockholders, acting severally and not jointly, hereby grants grant to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion of the up to 330,000 Company Option Shares and 270,000 Selling Stockholders Option Shares, respectively, at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time (but not more than once) within during the period of 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No The number of Option Shares to be purchased from the Company and each Option Selling Stockholder by each Underwriter shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The number of Option Shares will determined by multiplying the maximum number of Option Shares to be delivered sold by the Company or such Option Selling Stockholder set forth in Schedule B hereto by a fraction the numerator of which is the aggregate number of Option Shares to you be purchased by such Underwriter as set forth in the immediately preceding sentence and the denominator of which is the maximum number of Option Shares available to be purchased by the Underwriters hereunder, adjusted by the Representatives in such manner as to avoid fractional shares. Delivery of definitive certificates for the accounts of Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same day immediately available funds payable to the order Company with regard to the Company Option Shares and to the Attorneys for the respective accounts of the Company, as appropriate, Selling Stockholders Option Shares being purchased from such Option Selling Stockholders. Such delivery and payment shall take place at the offices Chicago office of Xxxxx Xxxxxxx Winston & Co.Straxx (xx at such other place as may be agreed upon among the Representatives, U.S. Bancorp Centerthe Company and the Attorneys) (i) on the Closing Date, 800 Nicollet Mallif written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date or (ii) on a later date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, Minneapolis, Minnesota, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location location, including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Stockholders herein, to the accuracy of the statements of the Company, the Selling Stockholders and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder, to the conditions set forth in Section 6 -40 - 41 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Stockholders or the satisfaction of any of the conditions herein contained.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over- allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 225,000 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, as appropriate, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx Xxxxxx & Co.Bird, U.S. Bancorp One Atlantic Center, 800 Nicollet Mall0000 Xxxx Xxxxxxxxx Xxxxxx, MinneapolisXxxxxxx, MinnesotaXxxxxxx 00000-0000, or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Stockholder hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 437,550 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company and the Attorneys. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option The certificates in negotiable form for the Selling Stockholder Shares have been placed in custody (for delivery under this Agreement) under the Custody Agreement. The Selling Stockholder agrees that the certificates for the Selling Stockholder Shares so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholder for such custody, including the Power of Attorney, are to that extent irrevocable and that the obligations of the Selling Stockholder hereunder shall not be terminated by the act of the Selling Stockholder or by operation of law, by the occurrence of any event, except as specifically provided herein or in the Custody Agreement. If any such event should occur before the delivery of the certificates for the Selling Stockholder Shares hereunder, the Selling Stockholder Shares to be sold and delivered unless by the Firm Shares previously have beenSelling Stockholder shall, except as specifically provided herein or simultaneously arein the Custody Agreement, sold and delivered. The Option Shares will be delivered by the Company to you Custodian in accordance with the terms and conditions of this Agreement as if such event had not occurred, regardless of whether the Custodian shall have received notice of such event. Delivery of definitive certificates for the accounts of Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same day funds payable to the order account designated by the Custodian for the account of the Company, as appropriate, Selling Stockholder. Such delivery and payment shall take place at the offices of Xxxx and Xxxx LLP, 00 Xxxxx Xxxxxxx & Co.Xxxxxx, U.S. Bancorp CenterXxxxxx, 800 Nicollet MallXX 00000, Minneapolisor at such other place as may be agreed upon among the Representatives, Minnesotathe Company and the Attorneys (i) on the Closing Date, if written notice of the exercise of such option is received by the Attorneys at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company and the Attorneys receive written notice of the exercise of such option, if such notice is received by the Company and the Attorneys less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Stockholder herein, to the accuracy of the statements of the Company, the Selling Stockholder and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholder of their respective obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Stockholder or the satisfaction of any of the conditions herein contained.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” ”, respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor nor, unless otherwise agreed by the parties, earlier than the second business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, Company at the offices of Xxxxxxxx Inc., 000 Xxxxxx Xxxxxx, Xxxxx Xxxxxxx & Co.0000, U.S. Bancorp CenterXxxxxx Xxxx, 800 Nicollet Mall, Minneapolis, MinnesotaXxxxxxxx 00000, or such other location as may be mutually acceptable at 9:00 10:00 a.m., Central Eastern time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the ________ Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same day Federal funds payable to the order of account specified by the Company, as appropriate, . Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx Greenberg Traurig Hoffman Lipoff Rosen & Co.Quentel, U.S. Bancorp CenterP.A., 800 Nicollet Mall1221 Brickell Xxxxxx, MinneapolisXiami, MinnesotaFloxxxx 00100 xx ax xxxh oxxxx xxace as mxx xx xxxxxx xxxx xxxxx xxx Xxxxxxxxxxxxxxs and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling Stockholder, with respect to the Company number of Option Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto, hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company (with a courtesy copy to its counsel at Xxxxxxx Xxxxxxx & Xxxxxxxx LLP) and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered option and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be but in no event earlier than the First Closing Date nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Selling Stockholders granting an option to purchase the Option Shares, on a pro rata basis up to [—] Option Shares, that number of Option Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion that the number of Option Shares granted by each such Selling Stockholder bears to the total number of Option Shares granted by all such Selling Stockholders. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, with respect to the 2,085,000 Option Shares hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 2,085,000 Option Shares. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, Company at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling Stockholder, with respect to the Company number of Option Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto, hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over‑allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company (with a courtesy copy to its counsel at Xxxxxxx Xxxxxxx & Xxxxxxxx LLP) and to the Attorneys‑in‑Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered option and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Selling Stockholders granting an option to purchase the Option Shares, on a pro rata basis up to 906,748 Option Shares, that number of Option Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion that the number of Option Shares granted by each such Selling Stockholder bears to the total number of Option Shares granted by all such Selling Stockholders. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 2,812,500 Option Shares. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, Company at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall000 Xxxxxxxx Xxxx, MinneapolisXxxxxxxxxxx, MinnesotaXxxxxxxxx, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the [450,000] Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are offered to the public, by giving written notice to the Company and the Attorneys. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm ---------- Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as ---------- adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same day Federal funds payable to the order of account specified by the Company, as appropriate, . Such delivery and payment shall take place at the offices of Xxxxx Xxxxx, Xxxxxxx & Co.Xxxxxxxxx, U.S. Bancorp CenterHigh Street Tower, 800 Nicollet Mall22nd Floor, Minneapolis000 Xxxx Xxxxxx, MinnesotaXxxxxx, XX 00000, or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Stockholders herein, to the accuracy of the statements of the Company, the Selling Stockholders and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Stockholders or the satisfaction of any of the conditions herein contained.

Option Shares. On For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forthFirm Securities, the Company hereby grants to the several Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, up to [ ] additional shares of Common Stock and/or Pre-Funded Warrants, representing 15% of the Firm Shares and Firm Pre-Funded Warrants sold in the offering from the Company (the “Option Shares” or “Option Pre-Funded Warrants,” as applicable) and/or up to [ ] additional Warrants to purchase all an aggregate of an additional [ ] shares of Common Stock, representing 15% of the Firm Warrants sold in the offering from the Company (the “Option Warrants”). The purchase price to be paid per Option Share or Option Pre-Funded Warrant shall be equal to the price per Firm Share or Firm Pre-Funded Warrant set forth in Section 1.1.1(ii) hereof and the purchase price to be paid per Option Warrant shall be equal to the price per Firm Warrant set forth in Section 1.1.1(ii) hereof. The Over-allotment Option is, at the Underwriters’ sole discretion, for Option Shares and Option Warrants together, Option Pre-Funded Warrants and Option Warrants together, solely Option Shares, Solely Option Pre-Funded Warrants, solely Option Warrants, or any portion combination thereof (each, an “Option Security” and collectively, the “Option Securities”). The Firm Securities and the Option Securities are collectively referred to as the “Securities.” The Securities and the Underlying Shares (as defined below), are collectively referred to as the “Public Securities.” The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Firm Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agreement, dated on or before the Closing Date, between the Company and Continental Stock Transfer & Trust Company as warrant agent (the “Warrant Agreement”). The certificate (the “Pre-Funded Warrant Certificate”) evidencing the Firm Pre-Funded Warrants and the Option Pre-Funded Warrants, if any, will be in the form attached hereto as Exhibit A. The offering and sale of the Option Shares at the same purchase price as the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being Public Securities is herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the RepresentativesOffering.”

Option Shares. On For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forthFirm Securities, the Company hereby grants to the several Underwriters an option (the "Over-allotment Option") to purchase, in the aggregate, up to [•] additional Common Shares and/or Pre-Funded Warrants, representing 15% of the Firm Shares and Firm Pre-Funded Warrants sold in the offering from the Company (the "Option Shares" or "Option Pre-Funded Warrants," as applicable) and/or up to [•] additional Warrants to purchase all an aggregate of an additional [•] Common Shares, representing 15% of the Firm Warrants sold in the offering from the Company (the "Option Warrants"). The purchase price to be paid per Option Share or Option Pre-Funded Warrant shall be equal to the price per Firm Share or Firm Pre-Funded Warrant set forth in Section 1.1.1(ii) hereof and the purchase price to be paid per Option Warrant shall be equal to the price per Firm Warrant set forth in Section 1.1.1(ii) hereof. The Over-allotment Option is, at the Underwriters' sole discretion, for Option Shares and Option Warrants together, Option Pre-Funded Warrants and Option Warrants together, solely Option Shares, Solely Option Pre-Funded Warrants, solely Option Warrants, or any portion combination thereof (each, an "Option Security" and collectively, the "Option Securities"). The Firm Securities and the Option Securities are collectively referred to as the "Securities." The Securities and the Underlying Shares (as defined below), are collectively referred to as the "Public Securities." The Public Securities shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Firm Warrants and the Option Warrants, if any, shall be issued pursuant to, and shall have the rights and privileges set forth in, a warrant agreement, dated on or before the Closing Date, between the Company and Continental Stock Transfer & Trust, as warrant agent (the "Warrant Agreement"). The certificate (the "Pre-Funded Warrant Certificate") evidencing the Firm Pre-Funded Warrants and the Option Pre-Funded Warrants, if any, will be in the form attached hereto as Exhibit A. The offering and sale of the Option Shares at the same purchase price as the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being Public Securities is herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives"Offering."

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 300,000 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, as appropriate, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx & Co.Coolxx Xxxward LLP, U.S. Bancorp CenterBoulder, 800 Nicollet MallColorado or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, Minneapolisif written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, Minnesotaor (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Stockholders herein, to the accuracy of the statements of the Company, the Selling Stockholders and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of its their respective obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Stockholders or the satisfaction of any of the conditions herein contained.

Option Shares. On the basis of the representations, warranties warranties, and ------------- agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Stockholders, acting severally and not jointly, hereby grants grant to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the ________ Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same day funds payable immediately available (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the order Closing Date, or (ii) on a later date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the Companyexercise of such option, as appropriate, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, such office or such other location location, including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose payment or payments shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Stockholders herein, to the accuracy of the statements of the Company, the Selling Stockholders, and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates, and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties, or statements, the performance of any of the covenants or agreements of the Company and the Selling Stockholders or the satisfaction of any of the conditions herein contained.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 360,000 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against receipt of a wire transfer reference number issued by the Federal Reserve System evidencing payment of the purchase price therefor by the several Underwriters by wire transfer of same day immediately available funds payable to the order of an account specified in writing by the Company, as appropriate, . Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx & Co.Coolxx Xxxward LLP, U.S. Bancorp CenterFive Palo Alto Square, 800 Nicollet Mall3000 Xx Xxxxxx Xxxx, MinneapolisXxxx Xxxx, MinnesotaXX 00000-0000 xx at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Stockholders herein, to the accuracy of the statements of the Company, the Selling Stockholders and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of its their respective obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Stockholders or the satisfaction of any of the conditions herein contained.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 300,000 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, as appropriate, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx Palmxx & Co.Xodge LLP, U.S. Bancorp CenterOne Xxxxxx Xxxxxx, 800 Nicollet MallXxxxxx, MinneapolisXxxxxxxxxxxxx, Minnesotaxx at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m., Central time, on least two (2) full business days prior to such date of payment and delivery. If the Second Representatives so elect or at any time after the Closing Date. Delivery , delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.the

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,821,428 Option Shares. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, Company at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall000 Xxxxxxxx Xxxx, MinneapolisXxxxxxxxxxx, MinnesotaXxxxxxxxx, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters Underwriter an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over allotments made by the Underwriter in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Underwriter to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are Underwriter is exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. Each of the First Closing Date and the Second Closing Date may be referred to herein as a “Closing Date.” The Underwriter agrees to purchase the number of Option Shares (subject to be purchased by each Underwriter shall be such adjustments to eliminate fractional shares as you may determine) that bears the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters on such Second Closing Date as the number of Firm Shares to be purchased by set forth in Schedule I hereto opposite the name of such Underwriter is of bears to the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional sharesShares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, Company at the offices of Faegre Drinker Xxxxxx & Xxxxx Xxxxxxx & Co.LLP, U.S. Bancorp Center, 800 Nicollet Mall000 Xxxxx Xxxxx Center 90 S. Seventh Street, Minneapolis, MinnesotaMinnesota 55402, or such other location as may be mutually acceptable at 9:00 a.m., a.m. Central time, or such other time as you and the Company may agree upon, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Shareholders set forth on Schedule C hereto hereby grants grant to the several Underwriters an Underwriters, severally and not jointly, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 555,000 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 4 hereof. The number of Option Shares to be purchased from each Selling Shareholder listed on Schedule C shall be in the same proportion that the number of shares listed across from each such Selling Shareholder's name bears to the total number of Shares listed on Schedule C. Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company and the Custodian. The number of Option Shares to be purchased by each Underwriter from each of such Selling Shareholders set forth on Schedule C upon the exercise of such option shall be in the same percentage proportion as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representatives in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters as pursuant to the number of Firm Shares to be purchased by such Underwriter is exercise of the total number of Firm Shares to be purchased option granted by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares this Section 8 shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the CompanyCustodian (and the Custodian agrees not to deposit any such check in the bank on which it is drawn, as appropriateand not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Custodian). In the event of any breach of the foregoing, the Selling Shareholders set forth on Schedule C, severally and not jointly, shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxx Xxxx & Xxxxx, 0000 Xxxxxxx & Co.Xxxx Xxxx, U.S. Bancorp Center00xx Xxxxx, 800 Nicollet MallXxx Xxxxxxx, MinneapolisXxxxxxxxxx 00000, Minnesotaor at such other place as may be agreed upon among the Representatives, the Company and the Custodian (i) on the Closing Date, if written notice of the exercise of such option is received by the Company and the Custodian at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company and Custodian receive written notice of the exercise of such option, if such notice is received by the Company and Custodian less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you for examination at such office or such other location including, without limitation, in Chicago, as you may reasonably request at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 8(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Shareholders herein, to the accuracy of the statements of the Company, the Selling Shareholders and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Shareholders of their respective obligations hereunder, to the conditions set forth in Section 7 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Shareholders or the satisfaction of any of the conditions herein contained.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 150,000 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 4 hereof. The Such option granted hereunder may be exercised by the Representative on behalf of the several Underwriters on one or more occasions in whole or in part at any time (but not more than once) within 30 during the period of thirty days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representative in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters, as adjusted Underwriters pursuant to the exercise of the option granted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares this Section 8 shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters made against payment of the purchase price therefor by wire transfer of same the several Underwriters drawn in same-day funds funds, payable to the order of the Company. In the event of any breach of the foregoing, as appropriate, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx & Co._____________________________________________ or at such other place as may be agreed upon among the Representative and the Company (i) on the Closing Date, U.S. Bancorp Centerif written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, 800 Nicollet Mallor (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, Minneapolis, Minnesota, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representative so elects, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the RepresentativesRepresentative. It is understood that you, individually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 8(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 7 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” ”, respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 478,723 Option Shares. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives Representative in such manner as the Representatives deem Representative deems advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, Company at the offices of Xxxxx Xxxxxxx Cantor Fxxxxxxxxx & Co., U.S. Bancorp Center499 Xxxx Xxxxxx, 800 Nicollet MallXxx Xxxx, MinneapolisXxx Xxxx 00000, Minnesota, or xr such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 240,000 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of forty-five (but not more than once45) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable is necessary to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery to the Company, as appropriate, ). Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx Freshman, Marantz, Orlanski, Coopxx & Co.Xleix, U.S. Bancorp Center0000 Xxxxxxxx Xxxxxxxxx, 800 Nicollet MallXxxxxx Xxxor, MinneapolisEast Tower, MinnesotaBeverly Hills, California, or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least three (3) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the fifth (5th) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than three (3) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for checking at least two (2) full business days prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least three (3) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Stockholders herein, to the accuracy of the statements of the Company, the Selling Stockholders and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of its their respective obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Stockholders or the compliance with any of the conditions herein contained.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 345,000 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of forty-five (but not more than once45) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery to the Company, as appropriate, ). Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx Freshman, Marantz, Orlanski, Xxxxxx & Co.Xxxxx, U.S. Bancorp Center0000 Xxxxxxxx Xxxxxxxxx, 800 Nicollet MallXxxxxx Floor, MinneapolisEast Tower, MinnesotaBeverly Hills, California, or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least three (3) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the fifth (5th) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than three (3) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for checking at least two (2) full business days prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least three (3) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the compliance with any of the conditions herein contained.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 337,500 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public by giving written notice (the "Option Notice") to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in SCHEDULE A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in SCHEDULE A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same day funds payable to the order of account specified by the Company, as appropriate, . Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx Xxxx Xxxx Xxxx & Co.Freidenrich LLP, U.S. Bancorp Center000 Xxxxxxxx Xxxxxx, 800 Nicollet MallPalo Alto, MinneapolisCalifornia 94301, Minnesotaor at such other place as may be agreed upon between the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company after the date two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in San Jose, California, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 450,000 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, as appropriate, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx Hellxx Xxxmxx Xxxte & Co.McAuxxxxx, U.S. Bancorp Center005 Xxxxxxxxxx Xxxxxx, 800 Nicollet MallXxxx Xxxx, MinneapolisXxxxxxxxxx 00000 xx at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, Minnesotaif written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of accounts at the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion of the Option Shares from the Company at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in same-day funds funds, payable to the order of the Company or by wire transfer in same-day funds payable to the account specified by the Company, as appropriate, . Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx Lowexxxxxx, Xxndler, Kohl, Fishxx & Co.Xoylxx, U.S. Bancorp CenterX.A., 800 Nicollet Mall65 Lxxxxxxxxx Xxxxxx, MinneapolisRoseland, MinnesotaNew Jersey 07068, or at such other location place as may be mutually acceptable at 9:00 a.m., Central time, agreed upon among the Representatives and the Company (i) on the Second Closing Date. Delivery , if written notice of the Option Shares will exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be made by credit through later than the facilities third (3rd) full business day following the date the Company receives written notice of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated exercise of such option, if such notice is received by the RepresentativesCompany less than two (2) full business days prior to the Closing Date.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the ____________ Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer the several Underwriters by federal or other funds immediately available in San Francisco. In the event of same day funds payable to the order any breach of the Companyforegoing, as appropriate, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxx Xxxxxx & Hanger, L.L.P., 0000 Xxxxxxx & Co.Xxxxx, U.S. Bancorp Center000 Xxxxxx Xxxxxx, 800 Nicollet MallXxxx Xxxxx, MinneapolisXxxxx, Minnesotaor at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through the facilities of the full fast transfer to accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose funds shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company, and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling Stockholder, with respect to the Company number of Option Shares set forth opposite the name of such Selling Stockholder on Schedule I hereto, hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered option and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Selling Stockholders granting an option to purchase the Option Shares, up to [—] Option Shares, that number of Option Shares (to be adjusted by the Representatives to avoid fractional shares) represented on Schedule I hereto. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over‑allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “"Second Closing” " and “"Second Closing Date,” " (and with the First Closing Date, each a "Closing Date"), respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor nor, unless otherwise agreed by the parties, earlier than the second business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem Representative deems advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, Company at the offices of Xxxxx-Xxxxxx Capital Group LLC, 000 Xxxxx Xxxxxxx & Co.Xxxxx Xxxxxx, U.S. Bancorp CenterXxxxx 000, 800 Nicollet MallXxxxxxxxxxx, Minneapolis, MinnesotaXxxxxxxxx 00000, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 300,000 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, as appropriate, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx Wilson, Sonsini, Goodxxxx & Co.Xosaxx, U.S. Bancorp Center000 Xxxx Xxxx Xxxx, 800 Nicollet MallXxxx Xxxx, MinneapolisXX 00000-0000, Minnesotaxx at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Shareholder hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 450,000 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representative on behalf of the 37 several Underwriters on one (1) or more occasions in whole or in part at any time during the period of forty-five (but not more than once45) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public by giving written notice (the "Option Notice") to the Company and the Selling Shareholder. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representative in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters, as adjusted Underwriters pursuant to the exercise of the option granted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares this Section 7 shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the CompanySelling Shareholder (and the Selling Shareholder agrees not to deposit any such check in the bank on which it is drawn, as appropriateand not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the payee). In the event of any breach of the foregoing, the Selling Shareholder shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx Gray Cary Ware & Co.Freidenrich, U.S. Bancorp Center4300 Xxxxxxxxx Drive, 800 Nicollet MallSuite 1600, MinneapolisXxx Xxxxx, MinnesotaXxxxxxxxxx xx xx xxxx xxxxx xxxxx xx xxx xx agreed upon among the Representative and the Selling Shareholder (i) on the Closing Date, if written notice of the exercise of such option is received by the Selling Shareholder at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Selling Shareholder receives written notice of the exercise of such option, if such notice is received by the Selling Shareholder after the date two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representative so elects, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the RepresentativesRepresentative. It is understood that you, individually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on 38 behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Shareholder herein, to the accuracy of the statements of the Company, the Selling Shareholder and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Shareholder or the satisfaction of any of the conditions herein contained.

Option Shares. On The Consultant acknowledges that any shares which it may acquire from the basis Client pursuant to the exercise of the representations, warranties and agreements Options provided for herein contained, but subject will not have been registered pursuant to the terms Securities Act of 1933, as amended (the "Securities Act"), and conditions herein set forththerefore may not be sold or transferred by The Consultant except in the event that such shares are the subject of a registration statement or any future sale or transfer is, in the Company hereby grants opinion of counsel for the Client, exempt from such registration provisions. The Consultant acknowledges that any shares which it may acquire pursuant to the several Underwriters an option to purchase all or any portion exercise of the Option Shares Options will be for its own account and for investment purposes only and not with a view to the resale or redistribution of same, The Consultant further consents that a legend substantially as follows be placed upon all certificates representing the shares which may be issued to the Consultant upon the exercise of the Options: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED 1N THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE' CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED." The Consultant further consents that no stop transfer instruction will be placed on certificates issued to it upon the exercise of the Options. (i) If the Client executes a Registration during the term of the contract, then the Consultant's shares will be added to this Registration at no cost to the same purchase price as the Firm SharesConsultant. The option granted hereunder may be Client shall bear all costs and expenses attributable to such registration, excluding fees and expenses of the Consultant's counsel and any underwriting or selling commission. The Client shall maintain the effectiveness of such registration until all the Options are exercised in whole or in part throughout the term of this Agreement and for a 120 day period thereafter. (ii) Notwithstanding the foregoing, if the Shares issuable upon exercise of the Options are not otherwise registered under the Securities Act and the Client shall at any time (but not more than once) within 30 days after the effective data hereof propose to file a registration statement under the Securities Act, which registration statement shall include shares of Common Stocic of the Client or any selling shareholder, the Client shall give written notice to the Consultant of such proposed registration and will permit the Consultant to include in such registration all Shares which it has acquired as of the date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisednotice. The number of Option Shares Client shall bear all costs and expenses attributable to be purchased by each Underwriter shall be the same percentage such registration, excluding fees and expenses of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold Consultant's counsel and delivered unless the Firm Shares previously have been, any underwriting or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representativesselling commission.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the [________] Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 4 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 8 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in same-day funds or by wire transfer, payable to the order of the Company, as appropriate, . Such delivery and payment shall take place at the offices of Xxxxx Xxxxx, Xxxxxxx & Co.Xxxxxxxxx, U.S. Bancorp CenterLLP, 800 Nicollet MallHigh Street Tower, Minneapolis000 Xxxx Xxxxxx, MinnesotaXxxxxx, XX 00000 or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks or wire transfer or wire transfers shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 8(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 7 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 465,000 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters drawn in same-day funds funds, payable to the order of the Company. In the event of any breach of the foregoing, as appropriate, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx Fenwick & Co.West LLP, U.S. Bancorp CenterTwo Palo Alto Square, 800 Nicollet MallPalo Alto, MinneapolisCalifornia 94306 or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, Minnesotaif written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 5(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Stockholders, severally but not jointly, hereby grants grant to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to the respective number of Option Shares set forth opposite the names of the Option Shares Company and the Selling Stockholders in Schedule B hereto at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No [Priority of purchases if less than all Option Shares shall are to be sold and delivered unless purchased?????] Delivery of definitive certificates for the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will to be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company with regard to the Option Shares being purchased from the Company, and to the order of the Custodian for the respective accounts of the Selling Stockholders with regard to the Option Shares being purchased from such Selling Stockholders (and the Company and such Selling Stockholders agree not to deposit and to cause the Custodian not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company or the Custodian, as appropriatethe case may be, and in the event of any breach of the foregoing, the Company or the Selling Stockholders, as the case may be, shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach). Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx Lowexxxxxx, Xxndler, Kohl, Fishxx & Co.Xoylxx, U.S. Bancorp CenterX.A., 800 Nicollet Mall65 Lxxxxxxxxx Xxxxxx, MinneapolisRoseland, MinnesotaNew Jersey 07068, or at such other place as may be agreed upon among the Representatives, the Company and the Attorneys (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. The certificates in negotiable form for the Option Shares to be sold by the Selling Stockholders have been placed in custody (for delivery under this Agreement) under the Custody Agreements. Each Selling Stockholder agrees that the certificates for the Option Shares of such Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Stockholder for such custody, including the Power of Attorney, is to that extent irrevocable and that the obligations of such Selling Stockholder hereunder shall not be terminated by the act of such Selling Stockholder or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the applicable Custody Agreement. If any Selling Stockholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Option Shares to be sold by such Selling Stockholder hereunder, the Option Shares to be sold by such Selling Stockholder shall, except as specifically provided herein or in the applicable Custody Agreement, be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the Custodian shall have received notice of such death or other event. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Stockholders herein, to the accuracy of the statements of the Company, the Selling Stockholders and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Stockholders or the satisfaction of any of the conditions herein contained.

Option Shares. On In addition, on the basis of the representations, representations and warranties herein contained and agreements herein contained, but subject to the terms and conditions herein set forthforth herein, the Company hereby grants to the several Underwriters an option to purchase all or any portion up to the number of the Company Option Shares shown opposite its name in Schedule D at the same purchase price as per share set forth in Schedule E and certain Selling Shareholders hereby grant to the Firm Shares. Underwriters an option to purchase, severally and not jointly, up to that number of Shareholder Option Shares shown opposite its name in Schedule D, at the price per share set forth in Schedule E. The option options hereby granted hereunder may be exercised in whole or in part at any from time (but not more than once) within 30 days to time through the 30th day after the effective date of this Agreement Agreement, upon notice (confirmed in writing) by the Representatives Representative to the Company and the Selling Shareholders setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered options and the time and date of payment and time, as determined by you, when the delivery for such Option Shares are to be delivered, Shares. Any such time and date being herein referred to as of delivery (each, a “Date of Delivery”) shall be determined by the “Second Closing” and “Second Closing Date,” respectively; providedRepresentative, however, that the Second Closing Date but shall not be earlier later than the First Closing Date nor earlier than the second seven full business day days after the date on which exercise of said option, nor in any event prior to the option shall have been exercisedClosing Time, as hereinafter defined. The number If the options granted hereunder are exercised as to all or any portion of the Option Shares to be purchased by Shares, each Underwriter shall be of the same percentage Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares to be then being purchased by the several Underwriters as which the number of Firm Shares to be purchased by set forth in Schedule A opposite the name of such Underwriter is of bears to the total number of Firm Shares Shares, subject, in each case, to be purchased by the several Underwriters, as adjusted by the Representatives in such manner adjustments as the Representatives deem advisable Representative in its sole discretion shall make to avoid eliminate any sales or purchases of fractional shares. No The Company, the Selling Shareholders and the Underwriters agree that if any Option Shares are purchased, the Underwriters shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will from the Company and each Selling Shareholder granting an option to purchase additional Shareholder Option Shares on a pro rata basis in accordance with the maximum number of Option Shares that may be made by credit through purchased from the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program Company and each Selling Shareholder granting an option to accounts designated by the Representatives.purchase Shareholder Option Shares as set forth on Schedule D.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” ”, respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised; provided, further, however, that if the option is exercised at least one business day prior to the First Closing Date, or if the parties otherwise agree, then the Second Closing Date may be the same date and time as the First Closing Date. The If the option is exercised, the obligation of each Underwriter shall be to purchase from the Company of the number of Option Shares to be purchased by each Underwriter shall be that represents the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number percentage of the Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several UnderwritersUnderwriter, as adjusted by the Representatives Representative in such manner as the Representatives deem Representative deems advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, Company at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives Representative in such manner as the Representatives deem Representative deems advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, Company at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 345,000 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against receipt of a wire transfer reference number issued by the Federal Reserve System evidencing payment of the purchase price therefor by the several Underwriters by wire transfer of same day funds payable immediately available funds, to an account specified in writing by the Company with regard to the order Shares being purchased from the Company. In the event of any breach of the Companyforegoing, as appropriate, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxx Wilsxx Xxxxxxx Xxxxxxxx & Co.Xosaxx, U.S. Bancorp Center000 Xxxx Xxxx Xxxx, 800 Nicollet MallXxxx Xxxx, MinneapolisXxxxxxxxxx 00000, Minnesotaxx at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose wire transfer funds shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the compliance with any of the conditions herein contained.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion of the up to 375,000 Company Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time (but not more than once) within during the period of 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same day immediately available funds payable to the order Company with regard to the Option Shares. Such delivery and payment shall take place at the Washington, D.C. office of Xxxxxx, Xxxxxx & Xxxxxxxxx (or at such other place as may be agreed upon among the Representatives and the Company) (i) on the Closing Date, if written notice of the Companyexercise of such option is received by the Company at least two (2) full business days prior to the Closing Date or (ii) on a later date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, as appropriate, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, such office or such other location location, including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. The number of Any Option Shares to be purchased by each Underwriter hereunder shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by or on behalf of the Company to you the Representative, in definitive form, and in such authorized denominations and registered in such names as the Representative may request upon at least twenty-four hours prior notice to the Company, including, at the option of the Representative, through the facilities of DTC for the accounts account of the several Underwriters such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of same day Federal (same-day) funds payable to the order account specified to the Representative by the Company upon at least twenty-four hours prior notice. The Company will cause any certificates representing the Option Shares to be made available for checking and packaging at least twenty-four hours prior to an Option Closing Date with respect thereto at the Designated Office. The time and date of such delivery and payment shall be 9:30 a.m., New York City time, on the date specified by the Representative in the notice given by the Representative to the Company of the Underwriters' election to purchase such Option Shares or on such other time and date as the Company and the Representative may agree upon in writing. Each of the Company and the Selling Stockholders acknowledges and agrees that the Underwriters are acting solely in the capacity of an arm's length contractual counterparty to the Company and the Selling Stockholders with respect to the offering of Shares contemplated hereby (including in connection with determining the terms of the offering) and not as a financial advisor or a fiduciary to, or an agent of, the Company, the Selling Stockholders or any other person. Additionally, neither the Representative nor any other Underwriter is advising the Company, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriters shall have no responsibility or liability to the Company or the Selling Stockholders with respect thereto. Any review by the Underwriters of the Company, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, transactions contemplated hereby or other matters relating to such other location as may transactions will be mutually acceptable at 9:00 a.m., Central time, on performed solely for the Second Closing Date. Delivery benefit of the Option Shares will Underwriters and shall not be made by credit through the facilities on behalf of the Depository Trust Company’s DWAC System Company or Full Fast Delivery Program to accounts designated by the RepresentativesSelling Stockholders.

Option Shares. a. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the ________ Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same day immediately available funds payable to an account specified by the order Company in writing. In the event of any breach of the Companyforegoing, as appropriate, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Wolf, Block, Xxxxxx & Xxxxx-Xxxxx, 000 Xxxxx Xxxxxxx & Co.00xx Xxxxxx, U.S. Bancorp CenterPackard Building, 800 Nicollet Mall12th Floor, MinneapolisPhiladelphia, MinnesotaPennsylvania 19102-2678 or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. b. Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 375,000 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same same-day funds payable paid to an account designated by the order of the Company, as appropriate, Company in writing. Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx & Co.Cooley Godward LLP, U.S. Bancorp CenterFive Palo Alto Square, 800 Nicollet Mall0000 Xx Xxxxxx Xxxx, MinneapolisXxxx Xxxx, MinnesotaXxxxxxxxxx 00000-0000, or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.

Option Shares. On The aggregate number of Shares to be issued under the basis Options granted pursuant to this Plan shall not exceed 172,000 shares of authorized but unissued common stock (the "Total Option Shares"). Such Shares shall not be subject to any preemptive rights. Any such Shares which remain unissued at the termination of this Plan shall cease to be reserved for the purposes of this Plan but, until termination of the representationsPlan, warranties the Company shall at all times reserve a sufficient number of Shares to meet the requirements of the Plan. GRANT OF OPTIONS The Company, by action of the Compensation Committee, and agreements herein contained, but subject to the terms provisions of this Plan, may from time to time grant Options to such non-employee organizers or directors as may be selected by the Board. The Company may also, by action of the Compensation Committee and conditions herein set forthwith the express approval of the Board of Directors of the Company's subsidiary, the Company hereby grants and subject to the several Underwriters an option provisions of this Plan, from time to purchase all or any portion time grant Options to such non-employee organizers and directors of Company's subsidiary as may be selected by the Board of Directors of the Option Shares at the same purchase price as the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedCompany. The number of Option Shares to which may be purchased by each Underwriter pursuant to the Option so granted shall be determined by the same percentage Board of Directors of the total number of Option Shares Company (and subject to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is approval of the total number subsidiary's Board of Firm Shares Directors if the Options are being granted to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, a non-employee organizer or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts director of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order that of the Company, as appropriate, at 's subsidiary) and shall be clearly set forth in the offices grant of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location Options. Each grant of an Option shall be made in writing and upon such terms and conditions as may be mutually acceptable at 9:00 a.m., Central time, on determined by the Second Closing Date. Delivery Board of Directors (and subject to the approval of the Option Shares will be made by credit through subsidiary's Board of Directors if the facilities Options are being granted to a non-employee organizer or director of that Company's subsidiary) and Compensation Committee at the time of the Depository Trust Company’s DWAC System grant, subject to the terms, conditions and limitations set forth in this Plan. Notwithstanding the foregoing, no Options may be granted under the Plan on or Full Fast Delivery Program to accounts designated by the Representativesafter July 19, 2000.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, solely for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion of the Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof (the "Option"). The option granted hereunder Option may be exercised by the Representatives on behalf of the several Underwriters on one or more occasions in whole or in part at any time during the period of forty-five (but not more than once45) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public by giving written notice (the "Option Notice") to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of the Option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of the Option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares, or as otherwise agreed among the several Underwriters. No Arrangement for electronic transfer of or delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the Option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of in same day funds payable to funds. In the order event of any breach of the Companyforegoing, as appropriate, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Klehr, Harrison, Xxxxxx, Xxxxxxxxx & Xxxxxx LLP, 000 Xxxxx Xxxxxxx & Co.Xxxxx Xxxxxx, U.S. Bancorp CenterXxxxxxxxxxxx, 800 Nicollet MallPennsylvania, Minneapolisor at such other place as may be agreed upon between the Representatives and the Company (i) on the Closing Date, Minnesotaif written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be earlier than the second (2nd) full business day following the date the Company receives written Notice of the Option and shall not be later than the third (3rd) full business day following the date the Company receives written Notice of the Option, if such notice is received by the Company after the date two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location location, as you may reasonably request at least two (2) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that each of you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 7 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” ”, respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor nor, unless otherwise agreed by the parties, earlier than the second business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives Representative in such manner as the Representatives deem Representative deems advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, Company at the offices of Northland Securities, Inc., 100 Xxxxx Xxxxxxx & Co.Xxxxx Xxxxxx, U.S. Bancorp CenterXxxxx 0000, 800 Nicollet MallXxxxxxxxxxx, Minneapolis, MinnesotaXxxxxxxxx 00000, or such other location as may be mutually acceptable at 9:00 a.m., Central 10:00 a.m. (Eastern time), on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 675,000 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be 27 purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same day immediately available funds payable to the order of the Company, as appropriate, . Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx & Co.Dewex Xxxxxxxxxx XXX, U.S. Bancorp Center1301 Avenue of the Americas, 800 Nicollet MallNew York, MinneapolisNew York or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, Minnesotaif written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full FAST transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and NovaCare herein, to the accuracy of the statements of the Company and NovaCare and their respective officers made pursuant to the provisions hereof, to the performance in all material respects by the Company and NovaCare of their respective obligations hereunder, to satisfaction of the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance 28 to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and NovaCare or the satisfaction of any of the conditions herein contained.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Underwriters to the Company (the “Option Notice”) setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second third business day after receipt of the date on which Option Notice by the option Company, provided that if the Option Notice is received by the Company two business days prior to the First Closing Date it shall have been exercisedbe deemed timely. The Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to be purchased by each Underwriter shall be such adjustments to eliminate fractional shares as you may determine) that bears the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters on such Second Closing Date as the number of Firm Shares to be purchased by set forth in Schedule I hereto opposite the name of such Underwriter is of bears to the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional sharesShares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, Company at the offices of Xxxxx-Xxxxxx Capital Group LLC, 000 Xxxxx Xxxxxxx & Co.Xxxxx Xxxxxx, U.S. Bancorp CenterXxxxx 000, 800 Nicollet MallXxxxxxxxxxx, Minneapolis, MinnesotaXxxxxxxxx 00000, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered option and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; , provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company Company, as appropriate, to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, Company at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Stockholders hereby grants grant, severally and not jointly, to the several Underwriters an option Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, nontransferable options to purchase all or any portion the respective number of Option Shares as set forth opposite the names of the Option Shares Company and the Selling Stockholders in Schedule B hereto, all at the same purchase price as per share for the Firm SharesShares set forth in Section 3. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one or more occasions in whole or in part at any time (but not more than once) within 30 during the period of thirty days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company and the Selling Stockholders in accordance with Section 12. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No In the event such option is exercised for less than all of the Option Shares, the Option Shares to be purchased shall be purchased pro rata (based on the numbers of Option Shares set forth in Schedule B hereto) from the Company and each of the Selling Stockholders named in Schedule B hereto, adjusted by the Representatives in such manner as to avoid fractional shares. The certificates in negotiable form for Option Shares to be purchased from the Selling Stockholders pursuant to the exercise of the option granted by this Section 7 have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Stockholder agrees that the certificates for the Option Shares to be sold by such Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Stockholder for such custody, including the Power of Attorney is to that extent irrevocable and delivered unless that the Firm Shares previously have beenobligations of such Selling Stockholder hereunder shall not be terminated by the act of such Selling Stockholder or by operation of law, whether by the death or incapacity of such Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If any Selling Stockholder should die or be incapacitated, or simultaneously areif any other such event should occur, sold and delivered. The before the delivery of the certificates for the Option Shares will to be sold by such Selling Stockholder, such Option Shares shall, except as specifically provided herein or in the Custody Agreement, be delivered by the Company to you Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the Custodian shall have received notice of such death or other event. Delivery of definitive certificates for the accounts of Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in same-day funds or by wire transfer of same same-day funds funds, payable to the order of the Company with regard to the Option Shares being purchased from the Company, as appropriate, and to the order of the Custodian for the respective accounts of Option Stockholders with regard to the Option Shares being purchased from the Option Stockholders. Such delivery and payment shall take place at the offices of Xxxxxxx, Xxxxxxxx & Xxxxxxxxxx, L.L.P., 0000 Xxxxx Xxxxxxx & Co.Xxxxxx, U.S. Bancorp CenterSuite 3000, 800 Nicollet MallDallas, MinneapolisTexas 75201 or at such other place as may be agreed upon among the Representatives, Minnesotathe Company and the Attorneys (i) on the Closing Date, if written notice of the exercise of such option is received by the Company and the Selling Stockholders at least two full business days prior to the Closing Date, or (ii) on a date that shall not be later than the third full business day following the date the Company and the Selling Stockholders receive written notice of the exercise of such option, if such notice is received by the Company and the Selling Stockholders less than two full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location location, including in New York City, as you may reasonably request for checking at least one full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a), the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Stockholders herein, to the accuracy of the statements of the Company, the Selling Stockholders and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders of their respective obligations hereunder, to the conditions set forth in Section 6, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Stockholders or the satisfaction of any of the conditions herein contained.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, with respect to 187,500 of the Option Shares, and certain of the Selling Stockholders, with respect to the number of Option Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto, hereby grants grant to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Representative to the Company and to the Selling Stockholders setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Selling Stockholders granting an option to purchase the Option Shares, on a pro rata basis up to 187,500 Option Shares, that number of Option Shares (to be adjusted by the Representative to avoid fractional shares) which represents the same proportion that the number of Option Shares granted by each such Selling Stockholder bears to the total number of Option Shares granted by all such Selling Stockholders, and, to the extent the option to purchase Option Shares exceeds 187,500, from the Company up to an aggregate of 187,500 Option Shares. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives Representative in such manner as the Representatives deem Representative deems advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company Custodian and the Company, as appropriate, to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Custodian or the Company, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall000 Xxxxxxxx Xxxx, MinneapolisXxxxxxxxxxx, MinnesotaXxxxxxxxx 00000, or such other location as may be mutually acceptable at 9:00 a.m., Central 10:00 a.m. (Eastern time, ) on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions set forth herein set forthand the limitations under General Instruction I. B.6 of Form S-3, the Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price price, as the Firm Shares, for use solely in covering any over‑allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Underwriters to the Company (the “Option Notice”) setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares Shares, are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after receipt of the date on which Option Notice by the option shall have been exercisedCompany. The Each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to be purchased by each Underwriter shall be such adjustments to eliminate fractional shares as you may determine) that bears the same percentage proportion of the total number of Option Shares Shares, to be purchased by the several Underwriters on such Second Closing Date as the number of Firm Shares to be purchased by set forth in Schedule I hereto opposite the name of such Underwriter is of bears to the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional sharesShares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, Company at the offices of Lake Street Capital Markets, LLC, 000 Xxxxxx Xxx Xxxxx, Xxxxx Xxxxxxx & Co.000, U.S. Bancorp CenterXxxxxxxxxxx, 800 Nicollet Mall, Minneapolis, MinnesotaXxxxxxxxx 00000, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. On In addition, on the basis of the representations, representations and warranties herein contained and agreements herein contained, but subject to the terms and conditions herein set forth, the Forward Sellers (with respect to any Borrowed Option Shares) and the Company hereby grants (with respect to any Company Top-Up Option Shares) grant the several Underwriters an option to purchase all or any portion by the Underwriters, acting severally and not jointly, up to the number of (i) Borrowed Option Shares set forth in Schedule A (in the case of the Forward Sellers) and (ii) Company Top-Up Option Shares (in the case of the Company), in each case at the same purchase price as Purchase Price, less an amount per share equal to any distributions declared by the Firm Company and payable on the Underwritten Shares but not payable on the Option Shares. The option hereby granted hereunder may be exercised for 30 days after the date hereof and may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement from time to time upon notice (confirmed in writing) by the Representatives to the Forward Sellers, the Forward Purchasers and the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are then exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered option and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” of payment and “Second Closing Date,” respectively; provided, however, that the Second Closing Date delivery for such Option Shares (which time and date of payment and delivery shall not be earlier than the First Closing Date nor earlier than the second at least one business day after the date on which of delivery of such notice, other than any notice requesting delivery of the Option Shares at the Closing Time). 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 option shall have been exercised. The number is exercised as to all or any portion of the Option Shares to be purchased by Shares, each Underwriter shall be of the same percentage Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares to be then being purchased by the several Underwriters as which the number of Firm Underwritten Shares to be purchased by set forth in Schedule A opposite the name of such Underwriter is of (or such number increased as set forth in Section 11 hereof) bears to the total number of Firm Shares Underwritten Shares, subject, in each case, to be purchased by the several Underwriters, such adjustments as adjusted by the Representatives in such manner as the Representatives deem advisable their sole discretion shall make to avoid eliminate any sales or purchases of fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 450,000 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks or wire transfer of same or transfers drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, as appropriate, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxx Xxxxxx & Bird LLP, 0000 Xxxx Xxxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxx & Co.00000, U.S. Bancorp Centeror at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, 800 Nicollet Mallif written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, Minneapolisor (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, Minnesota, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 195,000 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representative on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of forty-five (but not more than once45) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representative in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters, as adjusted Underwriters pursuant to the exercise of the option granted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares this Section 7 shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery to the Company, as appropriate, ). Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx & Co.the Representative, U.S. Bancorp Centeror at such other place as may be agreed upon by the Representative and the Company (i) on the Closing Date, 800 Nicollet Mallif written notice of the exercise of such option is received by the Company at least three (3) full business days prior to the Closing Date, Minneapolisor (ii) on a date which shall not be later than the fifth (5th) full business day following the date the Company receives written notice of the exercise of such option, Minnesota, if such notice is received by the Company less than three (3) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for inspection at least two (2) full business days prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least three (3) full business days prior to such date of payment and delivery. If the Representative so elects, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the compliance with any of the conditions herein contained.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, any such time and date being herein referred to as the an “Second Option Closing” and an “Second Option Closing Date,” ”, respectively; provided, however, that the Second any Option Closing Date may be simultaenous with but shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedDate. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, at the offices of Xxxxx Xxxxxxx Cxxxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, MinnesotaBxxxxxx LLP, or such other location as may be mutually acceptable at 9:00 a.m., Central New York City time, on the Second any Option Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over‑allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company Company, to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the a “Second Closing” and each “Second Closing Date,” ”, respectively; provided, however, that the a Second Closing Date shall not be be, earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives Representative in such manner as the Representatives Representative deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company Custodian and the Company, as appropriate, to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Custodian or the Company, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center000 Xxxxxxxx Xxxx, 800 Nicollet MallXxxxxxxxxxx, Minneapolis, MinnesotaXxxxxxxxx, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 450,000 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of forty-five (but not more than once45) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery to the Company, as appropriate, ). Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx Freshman, Marantz, Orlanski, Xxxxxx & Co.Xxxxx, U.S. Bancorp Center0000 Xxxxxxxx Xxxxxxxxx, 800 Nicollet MallXxxxxx Floor, MinneapolisEast Tower, MinnesotaBeverly Hills, California, or at such other place as may be agreed upon between the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least three (3) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the fifth (5th) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than three (3) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for checking at least two (2) full business days prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least three (3) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the compliance with any of the conditions herein contained.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) and from time to time within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” ”, respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives Representative in such manner as the Representatives deem Representative deems advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, Company at the offices of Xxxxx Xxxxxxx & Co.Gxxxxxx Procter LLP, U.S. Bancorp CenterThe New York Times Building, 800 Nicollet Mall620 Eighth Avenue, MinneapolisNew York, MinnesotaNew York, or such other location as may be mutually acceptable at 9:00 10:00 a.m., Central Eastern time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Stockholder hereby grants grant to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Company Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the [________] Option Shares at the same purchase price as per share for the Firm SharesCompany Shares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedCompany Shares are initially offered to the public, by giving written notice to the Company and the Attorneys. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Company Shares to be purchased by such Underwriter is of (set forth in SCHEDULE A hereto) bears to the total number of Firm Company Shares to be purchased by the several UnderwritersUnderwriters (set forth in SCHEDULE A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in same-day funds funds, payable to the order of the CompanyCustodian for the respective accounts of the Selling Stockholder (and the Selling Stockholder agrees not to deposit and to cause the Custodian not to deposit any such check in the bank on which it is drawn, as appropriateand not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Custodian). In the event of any breach of the foregoing, the Selling Stockholder shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxx Xxxxxx Xxxxxxx Xxxxxxxx & Co.Xxxxxx, U.S. Bancorp CenterP.C., 800 Nicollet Mall000 Xxxx Xxxx Xxxx, MinneapolisXxxx Xxxx, MinnesotaXxxxxxxxxx 00000 or at such other place as may be agreed upon among the Representatives and the Attorneys (i) on the Closing Date, if written notice of the exercise of such option is received by the Company and the Attorneys at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company and the Attorneys receive written notice of the exercise of such option, if such notice is received by the Company and the Attorneys less than two (2) full business days prior to the Closing Date. The certificates in negotiable form for the Option Shares have been placed in custody (for delivery under this Agreement) under the Custody Agreement. The Selling Stockholder agrees that the certificates for the Option Shares of the Selling Stockholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by the Selling Stockholder for such custody, including the Power of Attorney, is to that extent irrevocable and that the obligations of the Selling Stockholder hereunder shall not be terminated by the act of the Selling Stockholder or by operation of law, whether by the death or incapacity of the Selling Stockholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If the Selling Stockholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Option Shares hereunder, the Option Shares to be sold by the Selling Stockholder shall, except as specifically provided herein or in the Custody Agreement, be delivered by the Custodian in accordance with the terms and conditions of this Agreement as if such death, incapacity or other event had not occurred, regardless of whether the Custodian shall have received notice of such death or other event. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Stockholder herein, to the accuracy of the statements of the Company, the Selling Stockholder and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholder of their respective obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Stockholder or the satisfaction of any of the conditions herein contained.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 1,050,000 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, as appropriate, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx Shearman & Co.Sterling, U.S. Bancorp Center000 Xxxxxxxxx Xxxxxx, 800 Nicollet MallXxx Xxxx, MinneapolisXxx Xxxx 00000 or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, Minnesotaif written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters Underwriter an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriter in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Underwriter to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are Underwriter is exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. Each of the First Closing Date and the Second Closing Date may be referred to herein as a “Closing Date.” The Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to be purchased by each Underwriter shall be such adjustments to eliminate fractional shares as you may determine) that bears the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters on such Second Closing Date as the number of Firm Shares to be purchased by set forth in Schedule I hereto opposite the name of such Underwriter is of bears to the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional sharesShares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, Company at the offices of Xxxxx-Xxxxxx Capital Group LLC, 000 Xxxxx Xxxxxxx & Co.Xxxxx Xxxxxx, U.S. Bancorp CenterXxxxx 000, 800 Nicollet MallXxxxxxxxxxx, Minneapolis, MinnesotaXxxxxxxxx 00000, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 300,000 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, as appropriate, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx Greexxxxxxxx, Xxmkxx & Co.Xale, U.S. Bancorp CenterX.C., 800 Nicollet Mall10 Sxxxx Xxxxxxxx, MinneapolisXx. Xxxxx, MinnesotaXxxxxxxx 00000 xx at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the compliance with any of the conditions herein contained.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 500,100 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, as appropriate, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxxxxxx Xxxxxxx Xxxxxx Xxxxxxxxxx Xxxxxxxx & Xxxxxxxxx, LLP, 000 Xxxxxxxxxxxx Xxxxx, Xxxxx Xxxxxxx & Co.Xxxx, U.S. Bancorp CenterXxxxxxxxxx 00000, 800 Nicollet Mallor at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, Minneapolisif written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, Minnesotaor (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose funds shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 300,000 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of forty-five (but not more than once45) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public by giving written notice (the "Option Notice") to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representative in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters, as adjusted Underwriters pursuant to the exercise of the option granted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares this Section 7 shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters made against payment of the purchase price therefor by wire transfer of the several Underwriters by certified or official bank check or checks drawn in same day funds funds, payable to the order of the Company, as appropriateor by wire transfer in same day funds. In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx Snelx & Co.Xilmxx X.X.P., U.S. Bancorp One Arizona Center, 800 Nicollet MallPhoenix, MinneapolisArizona or at such other place as may be agreed upon between the Representative and the Company (i) on the Closing Date, Minnesotaif written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written Notice of the Option, if such notice is received by the Company after the date two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location location, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representative so elects, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion of the up to 630,000 Company Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time (but not more than once) within during the period of 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same day immediately available funds payable to the order Company with regard to the Option Shares. Such delivery and -26- payment shall take place at the Washington, D.C. office of Xxxxxx, Xxxxxx & Xxxxxxxxx (or at such other place as may be agreed upon among the Representatives and the Company) (i) on the Closing Date, if written notice of the Companyexercise of such option is received by the Company at least two (2) full business days prior to the Closing Date or (ii) on a later date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, as appropriate, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, such office or such other location location, including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 360,000 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters in immediately available funds, by wire transfer of same day funds payable to the order of the Company, as appropriate, . Such delivery and payment shall take place at the offices of Burr & Xormxx, 000 Xxxxx 00xx Xxxxxx, Xxxxx 0000, Xxxxxxxxxx, Xxxxxxx & Co.00000 xx at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, U.S. Bancorp Centerif written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, 800 Nicollet Mallor (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, Minneapolis, Minnesota, if such notice is received by the Company less than three (3) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least three (3) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the compliance with any of the conditions herein contained.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Selling Shareholder hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 375,000 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Selling Shareholder. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against receipt of a wire transfer reference number issued by the Federal Reserve System evidencing payment of the purchase price therefor by the several Underwriters by wire transfer of same day immediately available funds payable to an account specified in writing by the order of the Company, as appropriate, Selling Shareholder. Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx Xxxx Xxxx Xxxx & Co.Freidenrich LLP, U.S. Bancorp Center000 Xxxxxxxx Xxxxxx, 800 Nicollet MallPalo Alto, MinneapolisCalifornia or at such other place as may be agreed upon among the Representatives and the Selling Shareholder (i) on the Closing Date, Minnesotaif written notice of the exercise of such option is received by the Selling Shareholder at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Selling Shareholder receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Shareholder herein, to the accuracy of the statements of the Company, the Selling Shareholder and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Shareholder of their respective obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Shareholder or the satisfaction of any of the conditions herein contained.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 375,000 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representative on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of forty-five (but not more than once45) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representative in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters, as adjusted Underwriters pursuant to the exercise of the option granted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares this Section 7 shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn until the day following the date of its delivery to the Company, as appropriate, ). Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx & Co.the Representative, U.S. Bancorp Centeror at such other place as may be agreed upon by the Representative and the Company (i) on the Closing Date, 800 Nicollet Mallif written notice of the exercise of such option is received by the Company at least three (3) full business days prior to the Closing Date, Minneapolisor (ii) on a date which shall not be later than the fifth (5th) full business day following the date the Company receives written notice of the exercise of such option, Minnesota, if such notice is received by the Company less than three (3) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location as you may reasonably request for inspection at least two (2) full business days prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least three (3) full business days prior to such date of payment and delivery. If the Representative so elects, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may reasonably request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the compliance with any of the conditions herein contained.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, each Selling Stockholder, with respect to the Company number of Option Shares set forth opposite the name of such Selling Stockholder in Schedule I hereto, hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company (with a courtesy copy to its counsel at Xxxxxxx Xxxxxxx & Xxxxxxxx LLP) and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered option and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be but in no event earlier than the First Closing Date (as defined below) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Selling Stockholders granting an option to purchase the Option Shares, on a pro rata basis up to [—] Option Shares, that number of Option Shares (to be adjusted by the Representatives to avoid fractional shares) which represents the same proportion that the number of Option Shares granted by each such Selling Stockholder bears to the total number of Option Shares granted by all such Selling Stockholders. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, with respect to 1,530,000 Option Shares, hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as price, less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Option Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” ”, respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives Representative in such manner as the Representatives deem Representative deems advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company Company, as appropriate, to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, at the offices of Xxxxx Pxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company and to the Attorneys-in-Fact setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. If the option is exercised, the obligation of each Underwriter shall be to purchase from the Company up to an aggregate of 1,970,227 Option Shares. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, Company at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall000 Xxxxxxxx Xxxx, MinneapolisXxxxxxxxxxx, MinnesotaXxxxxxxxx, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm SharesShares set forth in Section 3(a). The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company (with a courtesy copy to its counsel at Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP) setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” ”, respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter Underwriter, if any, shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, solely for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the 450,000 Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 4 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters no more than once in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same same-day funds funds, payable to the order of the Company. In the event of any breach of the foregoing, as appropriate, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of O'Melveny & Xxxxx LLP, 000 Xxxxxxx & Co.Xxxxxx, U.S. Bancorp CenterXxx Xxxxxxxxx, 800 Nicollet MallXxxxxxxxxx, Minneapolis00000 (or at such other place as may be agreed upon among the Representatives and the Company), Minnesota(i) on the Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company, GTA GP, GTA LP and the Operating Partnership herein, to the accuracy of the statements of the Company and officers of the Company, GTA GP, GTA LP and the Operating Partnership made pursuant to the provisions hereof, to the performance by the Company, GTA GP, GTA LP and the Operating Partnership of their respective obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.

Option Shares. On (a) Upon written notice from the basis Underwriters given to the Company prior to 9:00 P.M., New York City time, on the 30th day after the date of the representationsProspectus (or, warranties and agreements herein containedif such 30th day shall be a Saturday or Sunday or a holiday, but subject to on the terms and conditions herein set forthnext business day thereafter when the New York Stock Exchange is open for trading), the Company hereby grants to the several Underwriters an option to may purchase all or any portion less than all of the Option Shares at the same purchase price as per share to be paid for the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company right to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriters to the Company. The preparation, registration, checking and delivery of, and payment for, the Option Shares shall occur or be made by credit through in the facilities same manner as provided in Section 3 hereof for the Firm Shares, except as the Underwriters and the Company may otherwise agree. (b) Upon any exercise of the Depository Trust Company’s DWAC System or Full Fast Delivery Program over-allotment option, each Underwriter, severally and not jointly, agrees to accounts designated purchase from the Company the number of Option Shares (subject to such adjustments as the Underwriters may determine in order to avoid fractional shares) which bears the same proportion to the number of Firm Shares to be purchased by the RepresentativesUnderwriters as the number of Firm Shares set forth opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 13 hereof) bears to the aggregate number of Firm Shares. (c) Delivery to the Underwriters of and payment for any Option Shares to be purchased by the Underwriters shall be made at the aforementioned office of Bear, Stearns & Co. Inc. at such time on such date (the "Option Cxxxxxx Time"), which may be the same as the Closing Time but shall in no event be earlier than the Closing Time nor earlier than two nor later than ten business days after the giving of the written notice described above, as shall be specified in such written notice. The place of closing for any Option Shares and the Option Closing Time may be varied by agreement between the Underwriters and the Company. (d) The conditions to the Underwriters' obligations set forth in Section 5 shall be deemed to be conditions to the Underwriters' obligation to purchase and pay for the Firm Shares and the Option Shares to be purchased on the Closing Time and references to the "Shares" in Section 5 hereof shall be deemed to be references to the Firm Shares and the Option Shares to be purchased on the Closing Time. A termination of this Agreement as to the Option Shares after the Closing Time will not terminate this Agreement as to the Firm Shares.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (which notice must be confirmed in writingwriting and may be made by electronic mail to the Company) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered option and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be but in no event earlier than the First Closing Date (as defined above) nor earlier than the second business day or later than the tenth business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option to purchase all or any portion of the Option Shares at the same purchase price as the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives Representative to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” ”, respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. The number of Option Shares to be purchased by each Underwriter shall be the same percentage of the total number of Option Shares to be purchased by the several Underwriters as the number of Firm Shares to be purchased by such Underwriter is of the total number of Firm Shares to be purchased by the several Underwriters, as adjusted by the Representatives Representative in such manner as the Representatives deem Representative deems advisable to avoid fractional shares. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company Company, as appropriate, to you for the accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date. Delivery of the Option Shares will be made by credit through the facilities of the Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts designated by the Representatives.

Option Shares. (a) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an Underwriters, for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase all or any portion up to an aggregate of the ________ Option Shares at the same purchase price as per share for the Firm SharesShares set forth in Section 3 hereof. The Such option granted hereunder may be exercised by the Representatives on behalf of the several Underwriters on one (1) or more occasions in whole or in part at any time during the period of thirty (but not more than once30) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercisedFirm Shares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same percentage proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares to be purchased by such Underwriter is of (set forth in Schedule A hereto) bears to the total number of Firm Shares to be purchased by the several UnderwritersUnderwriters (set forth in Schedule A hereto), as adjusted by the Representatives in such manner as the Representatives deem advisable to avoid fractional shares. No Delivery of definitive certificates for the Option Shares shall to be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered purchased by the Company to you for the accounts of the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in same-day funds funds, payable to the order of the Company, as appropriate, . Such delivery and payment shall take place at the offices of Fulbright & Jawoxxxx, XXP, 1301 XxXxxxxx, Xxxxx Xxxxxxx & Co.0000, U.S. Bancorp CenterHouston, 800 Nicollet MallTexas 77010-3095 or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, Minneapolisif written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, Minnesotaor (ii) on a date which shall not be later than the third (3rd) full business day following the date the Company receives written notice of the exercise of such option, if such notice is received by the Company less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be mutually acceptable in such names and denominations as you may request, such request to be made at 9:00 a.m.least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, Central time, on the Second Closing Date. Delivery delivery of the Option Shares will may be made by credit through full fast transfer to the facilities of the accounts at The Depository Trust Company’s DWAC System or Full Fast Delivery Program to accounts Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.