Common use of Option Shares Clause in Contracts

Option Shares. The Company hereby agrees to issue and sell to the Underwriters the Option Shares, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the 45th day from the Effective Date, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or any Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment for the Option Shares shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriters at least one (1) business day in advance of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instruct.

Option Shares. The (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby agrees to issue and sell grants to the Underwriters the Option Shares, and the Underwriters shall have the an option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment allotment Option”) to purchase, in the aggregate, up to three hundred thousand (300,000) additional shares of the Common Stock (the “Option Shares”), representing fifteen percent (15%) of the Firm Shares sold in each casethe offering, at a from the Company. The purchase price to be paid per share Option Share shall be equal to the Purchase Price less an amount per share equal to any dividends or distributions declared Per Share Price. The Option Shares shall be issued directly by the Company and payable on shall have the Firm Shares but not payable on rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. (b) The Over-allotment Option granted pursuant to Section 3.2(a) hereof may be exercised by the Underwriter as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) days after the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option Closing Date for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may Underwriter shall not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-Allotment allotment Option. The Over-allotment Option at any time in whole, or from time to time in part, on or before granted hereby may be exercised by the 45th day from the Effective Date, by giving of written notice to the Company (from the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after Underwriter, setting forth the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such additional closing and the date and time for delivery of and payment for the Option Shares (the “Additional Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Underwriter, at the offices of the Underwriter’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Underwriter. If such delivery and payment for the Option Shares does not occur on the Closing Date for the Firm Shares, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriter the number of Firm the Option Shares set forth specified in Schedule A hereto opposite such notice and (ii) the name Underwriter shall purchase that portion of such Underwriter bears to the total number of the Option Shares then being purchased. (c) The Firm Shares. The Underwriters may cancel any exercise Shares will be delivered by the Company to the Underwriter against payment of the Over-Allotment Option at any time prior purchase price therefor by wire transfer of same day funds payable to the Closing Date order of the Company’s offices, or any Additional Closing Datesuch other location as may be mutually acceptable, at 6:00 a.m. Pacific Time, on the second (or if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the case may beExchange Act, by giving written notice of after 4:30 p.m. Eastern Time, the third) full business day following the date hereof, or at such cancellation other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1 (a) under the CompanyExchange Act. The Over-Allotment Exercise Notice shall set forth: (i) If the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment for the Option Shares shall be madeUnderwriter so elects, against delivery of the Option Shares may be made by credit through full fast transfer to the account at The Depository Trust Company designated by the Underwriter. For Dutch law purposes, the payment of the purchase price for the Underwritten Shares will be deemed to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriters at least one (1) business day in advance of such a payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructUnderwritten Shares.

Option Shares. The Company hereby agrees to issue and sell to the Underwriters the Option Shares, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, (a) Delivery of definitive certificates for the Option Shares from to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the “Over-Allotment Option”)Company agrees not to deposit any such check in the bank on which it is drawn, in each caseand not to take any other action with the purpose or effect of receiving immediately available funds, at a price per share equal until the business day following the date of its delivery to the Purchase Price less an amount per share equal to Company). In the event of any dividends or distributions declared 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 Test▇, ▇▇rw▇▇▇ & ▇hib▇▇▇▇▇, ▇▇P, 125 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company and payable at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the Firm Shares but not payable on 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters 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 only exercise the Over-Allotment Option reasonably request for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the 45th day from the Effective Date, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be checking at least one (1) full business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after prior to the date of payment and delivery and will be in such notice. On each daynames and denominations as you may request, if any, that the Option Shares are such request to be purchasedmade at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, each Underwriter agrees, severally and not jointly, to purchase the number delivery of the Option Shares (subject may be made by credit through full fast transfer to such adjustments to eliminate fractional shares the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters may determine) that bears the same proportion whose check or checks shall not have been received by you prior to the total number date of payment and delivery for the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as the number of Firm Shares set forth in Schedule A hereto opposite the name of by such Underwriter bears to the total number of the Firm Sharesor Underwriters. The Underwriters may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or any Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment for the Option Shares shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriters at least one (1) business day in advance of Any such payment at the office by you shall not relieve any such Underwriter or Underwriters of VCL Law LLP on any Additional Closing Date, of its or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructtheir obligations hereunder.

Option Shares. The On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, in the event and to the extent that the Underwriters shall exercise the election to purchase Option Shares as provided below, the Company hereby agrees to issue and sell to each of the Underwriters, and each of the Underwriters the Option Shares, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the 45th day from the Effective Date, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase from the Company at the same purchase price per Share as the Firm Shares, that portion of the number of the Option Shares as to which such election shall have been exercised (subject to such adjustments be adjusted by the Underwriters so as to eliminate fractional shares as the Underwriters may determineshares) that bears the same proportion to the total determined by multiplying such number of the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as by a fraction, the numerator of which is the maximum number of Firm Option Shares which such Underwriter is entitled to purchase as set forth in Schedule A hereto opposite the name of such Underwriter bears in Schedule I and the denominator of which is the maximum number of Option Shares that all of the Underwriters are entitled to purchase hereunder. The Company hereby grants to the total number 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 Underwriters option granted hereunder may cancel any exercise of the Over-Allotment Option be exercised in whole or in part at any time prior within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the Closing Date or any Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) Company setting forth the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) Underwriters are exercising the Over-Allotment Option Purchase Price; (iii) option, the names and denominations in which the certificates for the Option Shares are to be registered; registered and (iii) any Additional the date and time, as determined by the Representatives, when the Option Shares are to be delivered, such time and date being herein referred to as a “Second Closing” and “Second Closing Date,” respectively; provided, however, that a 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. Payment for the No Option Shares shall be madesold and delivered unless the Firm Shares previously have been, against delivery of the or simultaneously are, sold and delivered. The Option Shares to will be purchased, by wire transfer in immediately available funds to the account(s) specified delivered by the Company to the account of the Representatives for the respective accounts of the several Underwriters at least one (1) business against payment of the purchase price therefor by wire transfer of same day in advance funds payable to the order of such payment the Company, as appropriate, at the office offices of VCL Law LLP on any Additional Closing DateNoble Financial Capital Markets, or at such other place on the same ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ #▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other date and location as may be mutually acceptable at 9:00 a.m., Eastern time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructon a Second Closing Date.

Option Shares. The Company hereby agrees to issue (a) On the basis of the representations, warranties and sell agreements herein contained, but subject to the Underwriters the Option Shares, terms and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in partconditions herein set forth, the Option Shares from Company, certain of the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company Selling Stockholders and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option Selling Stockholders, all as identified on Schedule C, hereby grant to the several Underwriters, for the purpose of covering over-allotments made in connection with the offering distribution and sale of the Firm SharesShares only, nontransferable options to purchase up to an aggregate of 315,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 5 hereof. The Such options may be exercised by the Representatives on behalf of the several Underwriters may exercise on one (1) or more occasions in whole or in part during the Overperiod of forty-Allotment Option at any time in whole, or from time five (45) days after the date on which the Firm Shares are initially offered to time in part, on or before the 45th day from the Effective Datepublic, by giving written notice to the Company (the “Company, such Selling Stockholders and Over-Allotment Exercise Notice”)Selling Stockholders, as the case may be. Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the The number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be purchased on by each Underwriter upon the exercise of such additional closing date (“Additional Closing Date”) option shall be the same proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto opposite the name of such Underwriter hereto) bears to the total number of Firm Shares purchased by the Firm Sharesseveral Underwriters (set forth in Schedule A hereto), adjusted by the Lead Representative in such manner as to avoid fractional shares. The Underwriters may cancel any exercise Company has agreed with certain of the Selling Stockholders and the Over-Allotment Option at any time prior to Selling Stockhold- ers and the Closing Date or any Additional Closing Date, as Underwriters hereby agree that the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares first 124,173 shares as to which the Underwriters' over-allotment options are exercised will be sold by such Selling Stockholders and Over-Allotment Option is being exercised; (ii) Selling Stockholders on a pro rata basis based on the Over-Allotment Option Purchase Price; (iii) relative amounts subject to sale by such persons as set forth under "Principal and Selling Stockholders," and any of the names and denominations in remaining 190,827 shares as to which the Underwriters' over-allotment options are exercised will be sold by the Company. (b) Upon exercise of any option provided for in Section 10(a) hereof, the obligations of the several Underwriters to purchase such Option Shares are will be subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to be registered; the accuracy of and (iii) any Additional Closing Date. Payment for 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 madesatisfactory in form and substance to the Lead Representative and to Underwriters' Counsel, against delivery and the Lead Representative shall have been furnished with all such documents, certificates and opinions as the Lead Representative may request in order to evidence the accuracy and completeness of any of the Option Shares to be purchasedrepresentations, by wire transfer in immediately available funds to warranties or statements, the account(s) specified by performance of any of the covenants or agreements of the Company to or the Underwriters at least one (1) business day in advance of such payment at the office of VCL Law LLP on compliance with any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructconditions herein contained.

Option Shares. The Company hereby agrees to issue (a) On the basis of the representations, warranties and sell agreements herein contained, but subject to the Underwriters terms and conditions herein set forth, the Option Shares, Company and the Underwriters shall have the option to purchaseSelling Stockholder that is identified in Schedule B hereto, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal hereby grant to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option several Underwriters, for the purpose of covering over-allotments made in connection with the offering distribution and sale of the Firm Shares only, a nontransferable option to purchase up to 62,033 and 702,967 Option Shares, respectively, at the purchase price per share for the Firm Shares set forth in Section 3 hereof. The Such option may be exercised by the Representatives on behalf of the several Underwriters may exercise on one (1) or more occasions in whole or in part during the Over-Allotment Option at any time in whole, or from time period of thirty (30) days after the date on which the Firm Shares are initially offered to time in part, on or before the 45th day from the Effective Datepublic, by giving written notice to the Company and such Selling Stockholder. Any exercise of the option granted to the Underwriters pursuant to this Section 7 shall first be applied to the Option Shares offered by the Selling Stockholder, with any Option Shares in excess of 702,967 Option Shares to be sold to the Underwriters by the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the “Overtotal number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representatives in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in same-Allotment Exercise Notice”)day funds or by wire transfer in same-day funds, payable to the order of the Company (to the extent that the Option Shares are sold by the Company) and the Custodian (to the extent that the Option Shares are sold by the Selling Stockholder) for the account of the Selling Stockholder. Each Such delivery and payment shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ Rain ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, Suite 2200, Dallas, Texas, or at such other place as may be mutually agreed upon among the Representatives, the Selling Stockholder 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 must which shall not be later than the third (3rd) full business day following the date the Company and the Selling Stockholder (directly or indirectly through the Custodian) receive written notice of the exercise of such option, if such notice is received by the Company and the Selling Stockholder (directly or indirectly through the 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 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 after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after prior to the date of payment and delivery and will be in such notice. On each daynames and denominations as you may request, if any, that the Option Shares are such request to be purchasedmade at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, each Underwriter agrees, severally and not jointly, to purchase the number delivery of the Option Shares (subject may be made by credit through full fast transfer to such adjustments to eliminate fractional shares the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters may determine) that bears the same proportion whose funds shall not have been received by you prior to the total number date of payment and delivery for the Option Shares to be purchased on by such additional closing 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 (“Additional Closing Date”hereof and as of the date of payment and delivery for such Option Shares) as to the number accuracy of Firm Shares 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 Schedule A hereto opposite the name of such Underwriter bears Section 6 hereof, and to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option condition that all proceedings taken at any time or prior to the Closing Date or any Additional Closing Date, as payment date in connection with the case may be, by giving written notice sale and transfer of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment for the Option Shares shall be madesatisfactory in form and substance to you and to Underwriters' Counsel, against delivery 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 Option Shares to be purchasedrepresentations, by wire transfer in immediately available funds to warranties or statements, the account(s) specified by performance of any of the covenants or agreements of the Company to and the Underwriters at least one (1) business day in advance Selling Stockholder or the satisfaction of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructconditions herein contained.

Option Shares. The Company hereby agrees to issue On the basis of the representations, warranties and sell agreements herein contained, but subject to the terms and conditions herein set forth, the Company, hereby grants to the several Underwriters the Option Shares, and the Underwriters shall have the an option to purchase, severally and not jointly, in whole purchase all or in part, any portion of the Option Shares from at the Company (the “Over-Allotment Option”), in each case, at a same purchase price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on as the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option Shares, for the purpose of use solely in covering any over-allotments made by the Underwriters in connection with the offering sale and distribution of the Firm Shares. The Underwriters option granted hereunder may exercise the Over-Allotment Option 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 whole, or from time to time in part, on or before writing) by the 45th day from the Effective Date, by giving written notice Representative to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as the number of Firm Shares set setting forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or any Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) several Underwriters are exercising the Over-Allotment Option Purchase Price; (iii) option, the names and denominations in which the certificates for the Option Shares are to be registered; registered and (iii) any Additional Closing Date. Payment for the Option Shares shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriters at least one (1) business day in advance of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other 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 designated in writing the same percentage of the total number of Option Shares to be purchased by the Underwriters. Delivery 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 Representative in such manner as the Representative deems advisable to avoid fractional shares. No Option Shares shall be made through the facilities of DTC, sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Custodian and the Company, as appropriate, to you for the accounts of the several Underwriters shall otherwise instructagainst 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 ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.

Option Shares. The For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Securities, the Company hereby agrees to issue and sell grants to the Underwriters the an option to purchase up to an additional _______ Ordinary Shares represented by ADSs (“Option Shares”) and up to an additional _______ Warrants (“Option Warrants”), and representing fifteen percent (15%) of the Underwriters shall have Firm Securities sold in the option to purchase, severally and not jointly, in whole or in part, offering (the Option Shares and the Option Warrants together being as the “Option Securities”), from the Company (the “Over-Allotment allotment Option”), in each case, at a price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and Option Securities shall be identical in all respects to the Underwriters agree that the Underwriters may only exercise the Over-Allotment Firm Securities. The Option Securities shall be purchased for the purpose account of covering over-allotments made in connection with the offering each of the Firm Shares. The several Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the 45th day from the Effective Date, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as the number of Firm Shares Securities, set forth in opposite such Underwriter’s name on Schedule A hereto opposite the name of such Underwriter 1 hereto, bears to the total number of Firm Securities (subject to adjustment by the Representative to eliminate fractions). No Option Securities shall be sold or delivered unless the Firm SharesSecurities previously have been, or simultaneously are, sold and delivered. The Underwriters right to purchase the Option Securities, or any portion thereof, may cancel any exercise of be exercised from time to time and to the Over-Allotment Option extent not previously exercised may be surrendered and terminated at any time prior to upon notice by the Closing Date or any Additional Closing Date, as the case may be, by giving written notice of such cancellation Representative to the Company. The Over-Allotment Exercise Notice purchase price to be paid per Option Share shall set forth: (i) be equal to the aggregate number of Share Purchase Price and the Purchase price to be paid per Option Shares as to which Warrant shall be the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Warrant Purchase Price; (iii) the names , each as set forth in Section 1.1.1 hereof. The Firm Securities and denominations in which the Option Shares Securities are hereinafter collectively referred to be registered; as the “Public Securities.” The offering and (iii) any Additional Closing Date. Payment for the Option Shares shall be made, against delivery sale of the Option Shares Public Securities is hereinafter referred to be purchased, by wire transfer in immediately available funds to as the account(s) specified by the Company to the Underwriters at least one (1) business day in advance of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instruct“Offering.”

Option Shares. The Company hereby agrees to issue and sell to the Underwriters the Option Shares, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The non-accountable expense allowance as set forth in Section 6(a)(ii) hereof will, at the discretion of the Representative, be applied to offset the Over-Allotment Option Purchase Price for any partial or full exercise of the Over-Allotment Option. The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters Representative may exercise the Over-Allotment Option on behalf of the Underwriters at any time in whole, or from time to time in part, on or before the 45th forty-fifth (45th) day from following the Effective Date, commencement of sales of the Offering by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day Business Day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days Business Days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters Representative may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Underwriters Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or any the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iiiiv) any Additional Closing Date. Payment for the Option Shares shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriters Representative at least one two (12) business day Business Days in advance of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the UnderwritersRepresentative. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters Representative shall otherwise instruct.

Option Shares. The (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby agrees to issue and sell grants to the Underwriters the Option Shares, and the Underwriters shall have the an option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment allotment Option”) to purchase, in the aggregate, up to two hundred, twenty five thousand (225,000) additional shares of the Common Stock (the “Option Shares”), representing fifteen percent (15%) of the Firm Shares sold in each casethe offering, at a from the Company. The purchase price to be paid per share Option Share shall be equal to the Purchase Price less an amount per share equal to any dividends or distributions declared Per Share Price. The Option Shares shall be issued directly by the Company and payable on shall have the Firm Shares but not payable on rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. (b) The Over-allotment Option granted pursuant to Section 3.2(a) hereof may be exercised by the Underwriter as to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) days after the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option Closing Date for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may Underwriter shall not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-Allotment allotment Option. The Over-allotment Option at any time in whole, or from time to time in part, on or before granted hereby may be exercised by the 45th day from the Effective Date, by giving of written notice to the Company (from the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after Underwriter, setting forth the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such additional closing and the date and time for delivery of and payment for the Option Shares (the “Additional Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Underwriter, at the offices of the Underwriter’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Underwriter. If such delivery and payment for the Option Shares does not occur on the Closing Date for the Firm Shares, the Option Closing Date will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion of the Option Shares subject to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriter the number of Firm the Option Shares set forth specified in Schedule A hereto opposite such notice and (ii) the name Underwriter shall purchase that portion of such Underwriter bears to the total number of the Option Shares then being purchased. (c) The Firm Shares. The Underwriters may cancel any exercise Shares will be delivered by the Company to the Underwriter against payment of the Over-Allotment Option at any time prior purchase price therefor by wire transfer of same day funds payable to the Closing Date order of the Company’s offices, or any Additional Closing Datesuch other location as may be mutually acceptable, at 6:00 a.m. Pacific Time, on the second (or if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the case may beExchange Act, by giving written notice of after 4:30 p.m. Eastern Time, the third) full business day following the date hereof, or at such cancellation other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1 (a) under the CompanyExchange Act. The Over-Allotment Exercise Notice shall set forth: (i) If the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment for the Option Shares shall be madeUnderwriter so elects, against delivery of the Option Shares may be made by credit through full fast transfer to the account at The Depository Trust Company designated by the Underwriter. For Dutch law purposes, the payment of the purchase price for the Underwritten Shares will be deemed to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriters at least one (1) business day in advance of such a payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructUnderwritten Shares.

Option Shares. The In addition, on the basis of the representations and warranties contained herein and subject to the terms and conditions set forth herein, the Company hereby agrees to issue and sell grants an option to the Underwriters the Option Shares, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the 45th day from the Effective Date, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agreesUnderwriters, severally and not jointly, to purchase up to an additional 600,000 Common Shares, at the price per share set forth in Section 2(a) above, less the per share amount of any dividend or other distribution declared by the Company, the record date of which occurs during the period from the Closing Time through the Date of Delivery (as defined below) with respect thereto. The option granted hereby may be exercised only by written notice from the Representatives, on behalf of the Underwriters, to the Company, given within a period of 30 calendar days after the date of this Agreement, setting forth the aggregate number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be purchased on and the time and date of payment and delivery for such additional closing Option Shares. Any such time and date of delivery (the “Additional Closing DateDate of Delivery”) shall be determined by the Underwriters, but shall not be later than seven (7) full business days and no earlier than three (3) full business days after the exercise of said option, unless the Date of Delivery is at the Closing Time. The Date of Delivery may also be earlier than three (3) full business days if mutually agreed upon by the Underwriters and the Company but in no event shall the Date of Delivery take place prior to the Closing Time. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option at any time prior , subject in each case to the Closing Date or any Additional Closing Date, such adjustments as the case may be, by giving written notice Representatives in their discretion shall make to eliminate any sales or purchases of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate a fractional number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the plus any additional number of Option Shares are which such Underwriter may become obligated to be registered; and (iii) any Additional Closing Date. Payment for the Option Shares shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds purchase pursuant to the account(s) specified by the Company to the Underwriters at least one (1) business day in advance provisions of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructSection 10 hereof.

Option Shares. The On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby agrees to issue and sell grants to the several Underwriters the Option Shares, and the Underwriters shall have the an option to purchase, severally and not jointly, in whole all or in part, any portion of the Option Shares from at the Company (the “Over-Allotment Option”), in each case, at a same purchase price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on as the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option Shares, for the purpose of use solely in covering any over-allotments made by the Underwriters in connection with the offering sale and distribution of the Firm Shares. The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the 45th day from the Effective Date, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such additional closing date by each Underwriter shall be the same percentage (“Additional Closing Date”adjusted by the Representative to eliminate fractions) as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. The Underwriters option granted hereunder may cancel any exercise of the Over-Allotment Option be exercised in whole or in part at any time prior (but not more than once) within 30 days after the date of this Agreement upon notice (confirmed in writing) by the Representative to the Closing Date or any Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) Company setting forth the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) Underwriters are exercising the Over-Allotment Option Purchase Price; (iii) option, the names and denominations in which the certificates for the Option Shares are to be registered; registered and (iii) any Additional the date and time, as determined by the 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. Payment for the No Option Shares shall be madesold and delivered unless the Firm Shares previously have been, against delivery or simultaneously are, sold and delivered. The Option Shares to be purchased by the Underwriters hereunder, in book-entry form in such authorized denominations and registered in such names as the Representative may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to the Representative, through the facilities of DTC, for the respective accounts of the Underwriters, with any transfer taxes payable in connection with the transfer of the Option Shares to be purchasedthe Underwriters duly paid, against payment by the Underwriters of the purchase price therefor by wire transfer in immediately available of Federal (same-day) funds to the account(s) account specified by the Company to the Underwriters Representative at least one (1) business day forty-eight hours in advance advance. The time and date of such delivery and payment at shall be 9:00 a.m. New York City time on the office of VCL Law LLP on any Additional Second Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instruct.

Option Shares. The Company hereby agrees to issue (a) On the basis of the representations, warranties and sell agreements herein contained, but subject to the Underwriters the terms and conditions herein set forth, those Selling Stockholders listed on SCHEDULE B as selling Option SharesShares pursuant hereto, and the Underwriters shall have the option to purchase, hereby severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal grant to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option several Underwriters, for the purpose of covering over-allotments made in connection with the offering distribution and sale of the Firm SharesShares only, a nontransferable option to purchase up to an aggregate of 525,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 3 hereof. The Such option may be exercised by the Representatives on behalf of the several Underwriters may exercise on one (1) or more occasions in whole or in part during the Over-Allotment Option at any time in whole, or from time period of thirty (30) days after the date on which the Firm Shares are initially offered to time in part, on or before the 45th day from the Effective Datepublic, by giving written notice to the Attorneys. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representatives in such manner as to avoid fractional shares and the number of Option Shares to be purchased from [each Selling Stockholder] shall be determined in accordance with the proportions set forth on Schedule B, as adjusted by the Representatives to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer, certified or official bank check or checks drawn in same-day funds, payable to the Selling Stockholders, as applicable. Such delivery and payment shall take place at the offices of ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP ▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ or at such other place as may be agreed upon among the Representatives and the Company (i) on the “Over-Allotment Exercise Notice”)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. Each exercise date must 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 Francisco or New York City, as you may reasonably request for checking at least one (1) full business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after prior to the date of payment and delivery and will be in such notice. On each daynames and denominations as you may request, if any, that the Option Shares are such request to be purchasedmade at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, each Underwriter agrees, severally and not jointly, to purchase the number delivery of the Option Shares (subject may be made by credit through full fast transfer to such adjustments to eliminate fractional shares the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters may determine) that bears the same proportion whose wire transfer, check or checks shall not have been received by you prior to the total number date of payment and delivery for the Option Shares to be purchased on by such additional closing 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 (“Additional Closing Date”hereof and as of the date of payment and delivery for such Option Shares) as to the number accuracy of Firm Shares 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 24. set forth in Schedule A hereto opposite the name of such Underwriter bears Section 6 hereof, and to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option condition that all proceedings taken at any time or prior to the Closing Date or any Additional Closing Date, as payment date in connection with the case may be, by giving written notice sale and transfer of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment for the Option Shares shall be madesatisfactory in form and substance to you and to Underwriters' Counsel, against delivery 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 Option Shares to be purchasedrepresentations, by wire transfer in immediately available funds to warranties or statements, the account(s) specified by performance of any of the covenants or agreements of the Company to and the Underwriters at least one (1) business day in advance Selling Stockholders or the satisfaction of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructconditions herein contained.

Option Shares. The (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 agrees to issue and sell grants to the Underwriters the Option Sharesseveral Underwriters, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering distribution and sale of the Firm SharesShares only, a nontransferable option to purchase up to an aggregate of ________ Option Shares at the purchase price per share for the Firm Shares set forth in Section 3 hereof. The Such option may be exercised by the Representatives on behalf of the several Underwriters may exercise on one (1) or more occasions in whole or in part during the Over-Allotment Option at any time in whole, or from time period of thirty (30) days after the date on which the Firm Shares are initially offered to time in part, on or before the 45th day from the Effective Datepublic, 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 proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representatives in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the “Over-Allotment Exercise Notice”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). Each 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, Professional Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 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 must 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 after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after prior to the date of payment and delivery and will be in such notice. On each daynames and denominations as you may request, if any, that the Option Shares are such request to be purchasedmade at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, each Underwriter agrees, severally and not jointly, to purchase the number delivery of the Option Shares (subject may be made by credit through full fast transfer to such adjustments to eliminate fractional shares the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters may determine) that bears the same proportion whose check or checks shall not have been received by you prior to the total number date of payment and delivery for the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as the number of Firm Shares set forth in Schedule A hereto opposite the name of by such Underwriter bears 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 total number accuracy of and compliance with the representations, warranties and agreements of the Firm Shares. The Underwriters may cancel any exercise Company and the Selling Stockholders herein, to the accuracy of the Over-Allotment Option 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, and to the condition that all proceedings taken at any time or prior to the Closing Date or any Additional Closing Date, as payment date in connection with the case may be, by giving written notice sale and transfer of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment for the Option Shares shall be madesatisfactory in form and substance to you and to Underwriters' Counsel, against delivery 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 Option Shares to be purchasedrepresentations, by wire transfer in immediately available funds to warranties or statements, the account(s) specified by performance of any of the covenants or agreements of the Company to and the Underwriters at least one (1) business day in advance of such payment at Selling Stockholders or the office of VCL Law LLP on compliance with any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructconditions herein contained.

Option Shares. The On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby agrees to issue and sell grants to the several Underwriters the Option Shares, and the Underwriters shall have the an option to purchase, severally and not jointly, in whole purchase all or in part, any portion of the Option Shares from at the Company (the “Over-Allotment Option”), in each case, at a same purchase price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on as the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option Shares, for the purpose of use solely in covering any over-allotments made by the Underwriters in connection with the offering sale and distribution of the Firm Shares. The Underwriters option granted hereunder may exercise the Over-Allotment Option be exercised in whole or in part at any time in whole, or from time to time in part, on or before the 45th day from the Effective Date, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1but not more than once) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business within 30 days after the date of such notice. On each daythis Agreement upon notice (confirmed in writing) by the Representative to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option and the date and time, if anyas determined by you, that when the Option Shares are to be purchaseddelivered, each such time and date being herein referred to as the “Second Closing Date”; 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.” Each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters you may determine) that bears the same proportion to of the total number of the Option Shares to be purchased on such additional closing date (“Additional Second Closing Date”) Date as the number of Firm Shares set forth in Schedule A I hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or any Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment for the No Option Shares shall be madesold and delivered unless the Firm Shares previously have been, against delivery of the or simultaneously are, sold and delivered. The Option Shares to will be purchased, by wire transfer in immediately available funds to the account(s) specified 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 at least one (1) business day in advance of such payment location as may be mutually acceptable at 9:00 a.m. Central time on the office of VCL Law LLP on any Additional Second Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instruct.

Option Shares. The (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 agrees to issue and sell grants to the Underwriters the Option Sharesseveral Underwriters, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering distribution and sale of the Firm SharesShares only, a nontransferable option to purchase up to an aggregate of Option Shares at the purchase price per share for the Firm Shares set forth in SECTION 3. The Such option may be exercised by the Representative on behalf of the several Underwriters may exercise on one (1) or more occasions in whole or in part during the Overperiod of forty-Allotment Option at any time in whole, or from time five (45) days after the date on which the Firm Shares are initially offered to time in part, on or before the 45th day from the Effective Date, 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 proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representative in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this SECTION 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in NEXT DAY SAME-DAY funds, payable to the order of the Company (and the “Over-Allotment Exercise Notice”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, and 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). Each In the event of any breach of such definitive certificate delivery obligations, 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 Gibs▇▇, ▇▇nn & ▇rut▇▇▇▇ ▇▇▇, 4 Pa▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇ 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 must 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 after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after prior to the date of payment and delivery and will be in such noticenames and denominations as you shall specify at least two (2) full business days prior to such date of payment and delivery. On each dayIf the Representative so elects, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number delivery of the Option Shares (subject may be made by credit through full fast transfer to such adjustments to eliminate fractional shares the accounts at The Depository Trust Company designated by the Representative. 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 may determine) that bears the same proportion whose check or checks shall not have been received by you prior to the total number date of payment and delivery for the Option Shares to be purchased on by such additional closing 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 (“Additional Closing Date”hereof and as of the date of payment and delivery for such Option Shares) as to the number accuracy of Firm Shares 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 Schedule A hereto opposite the name of such Underwriter bears SECTION 6, and to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option condition that all proceedings taken at any time or prior to the Closing Date or any Additional Closing Date, as payment date in connection with the case may be, by giving written notice sale and transfer of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment for the Option Shares shall be madesatisfactory in form and substance to you and to Underwriters' Counsel, against delivery 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 Option Shares to be purchasedrepresentations, by wire transfer in immediately available funds to warranties or statements, the account(s) specified by performance of any of the covenants or agreements of the Company to or the Underwriters at least one (1) business day in advance satisfaction of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructconditions herein contained.

Option Shares. The On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby agrees to issue and sell grants to the Underwriters the Option Shares, and the Underwriters shall have the Underwriter an option to purchase, severally and not jointly, in whole purchase all or in part, any portion of the Option Shares from at the Company (the “Over-Allotment Option”), in each case, at a same purchase price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on as the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option Shares, for the purpose of use solely in covering any over-allotments made by the Underwriter in connection with the offering sale and distribution of the Firm Shares. The Underwriters option granted hereunder may exercise the Over-Allotment Option be exercised in whole or in part at any time in whole, or from time to time in part, on or before the 45th day from the Effective Date, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1but not more than once) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business within 30 days after the date of such notice. On each day, if any, that this Agreement upon notice (confirmed in writing) by the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as the number of Firm Shares set Company setting forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or any Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option Underwriter is being exercised; (ii) exercising the Over-Allotment Option Purchase Price; (iii) option, the names and denominations in which the certificates for the Option Shares are to be registered; registered and (iii) any Additional Closing Date. Payment for the Option Shares shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriters at least one (1) business day in advance of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other 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 designated in writing by earlier than the UnderwritersFirst Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. Delivery of the No Option Shares shall be made through the facilities of DTC, sold and delivered unless the Underwriters shall otherwise instructFirm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Northland Securities, Inc., ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or such other location as may be mutually acceptable at 9:00 a.m., New York City time, on the Second Closing Date.

Option Shares. The (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 agrees to issue and sell grants to the Underwriters the Option Sharesseveral Underwriters, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering distribution and sale of the Firm SharesShares only, a nontransferable option to purchase up to an aggregate of 468,750 Option Shares at the purchase price per share for the Firm Shares set forth in Section 3 hereof. The Such option may be exercised by the Representatives on behalf of the several Underwriters may exercise on only one (1) occasion in whole or in part during the Over-Allotment Option at any time in whole, or from time period of thirty (30) days after the date on which the Firm Shares are initially offered to time in part, on or before the 45th day from the Effective Datepublic, 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 proportion set forth on Schedule B, adjusted by the Representatives in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer in same-day funds, payable to the order of the Company. Such delivery and payment shall take place at the offices of ▇▇▇▇▇▇ Godward LLP, Five Palo Alto Square, ▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇ or at such other place as may be agreed upon among the Representatives and the Company (i) on the “Over-Allotment Exercise Notice”)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. Each exercise date must 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 after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after prior to the date of payment and delivery and will be in such notice. On each daynames and denominations as you may request, if any, that the Option Shares are such request to be purchasedmade at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, each Underwriter agrees, severally and not jointly, to purchase the number delivery of the Option Shares (subject may be made by credit through full fast transfer to such adjustments to eliminate fractional shares the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters may determine) that bears the same proportion whose check or checks shall not have been received by you prior to the total number date of payment and delivery for the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as the number of Firm Shares set forth in Schedule A hereto opposite the name of by such Underwriter bears 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 total number accuracy of and compliance with the representations, warranties and agreements of the Firm Shares. The Underwriters may cancel any exercise Company herein, to the accuracy of the Over-Allotment Option 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 any time or prior to the Closing Date or any Additional Closing Date, as payment date in connection with the case may be, by giving written notice sale and transfer of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment for the Option Shares shall be madesatisfactory in form and substance to you and to Underwriters' Counsel, against delivery 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 Option Shares to be purchasedrepresentations, by wire transfer in immediately available funds to warranties or statements, the account(s) specified by performance of any of the covenants or agreements of the Company to and the Underwriters at least one (1) business day in advance of such payment at Selling Stockholders or the office of VCL Law LLP on compliance with any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructconditions herein contained.

Option Shares. (1) The Company Vendor hereby agrees to issue and sell to the Underwriters the Option Shares, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the 45th day from the Effective Date, by giving written notice grants to the Company (the “Overnon-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given transferable and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, non-assignable right to purchase for cancellation from the number Vendor, on the same terms, conditions and limitations (including on an “as is, where is” basis) as applicable to the Purchased Shares, all but not less than all of the Option Shares for US$500,000.00, exercisable by the Company at any one time from the date hereof to the end of business on May 6, 2018. (2) At the Closing, subject to such adjustments to eliminate fractional shares as its receipt of the Underwriters may determine) that bears Purchase Price in immediately available funds, a duly executed and delivered Mutual Release, the same proportion duly executed and delivered Escrow Agreement and the duly completed and signed forms contemplated in Section 4.2, the Vendor shall deliver to the total number Company’s transfer agent the irrevocable written instructions pursuant to in Section 5.3(a) and to the Escrow Agent a form of transfer executed (with signature guarantee) in blank for the Option Shares. (3) Notwithstanding the deposit into escrow as provided in Section 6.1(2), unless and until the Option has been exercised in strict compliance with this Section 6 and the Option Shares have been purchased by the Company for cancellation, the Vendor remains the sole beneficial holder of the Option Shares and shall retain all rights in connection therewith, including the right to vote and attend meetings and all other rights as a holder of the Company’s common stock. (4) Notwithstanding any other term or condition in this Agreement, the Option and all rights, interests and benefit therein, and the obligations of the Vendor thereunder, shall not be purchased on such additional closing date transferrable or assignable, and, unless the Vendor has provided his written consent in advance, in the Vendor’s sole and absolute discretion, shall only be exercisable directly by the Company in strict compliance with this Section 6. (“Additional Closing Date”5) as None of the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears Vendor, its affiliates and associates, its and their agents, representatives and advisors and their respective successors and assigns shall be liable to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date Company or any Additional Closing Date, as other ECG Party for any loss resulting from (1) a decline in the case may be, by giving written notice market value of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of any Option Shares as to which the Over-Allotment Option is being exercised; or (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii2) any Additional Closing Date. Payment for change in the Option Shares shall be made, against delivery market price of the Option Shares to be purchased, by wire transfer in immediately available funds to between the account(s) specified by date of grant and the Company to the Underwriters at least one (1) business day in advance time of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery purchase of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructpursuant to this Section 6.

Option Shares. The Company hereby agrees to issue Upon and sell subject to the Underwriters the adoption of a Share Ownership and Option Shares, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from Plan by the Company (as amended, the “Over-Allotment OptionPlan”), in each caseexecution of the Employment Agreement and the approval of the Board, the Company will grant to the Consultant an option to purchase Ordinary Shares of the Company under the Plan (“Option Shares”) as follows: An option to purchase 67,158 Option Shares at a price per share equal to the Purchase Price less Fair Market Value of the Option Shares at the date of the grant, subject to applicable law (the “Option”). The Option will vest and become exercisable as follows: subject to the continuous engagement of the Consultant with the Company, 1/5 of the Option Shares shall vest on the first anniversary of the effective date of the Employment Agreement, and additional 1/20 of the Option Shares shall vest at the end of each quarter during the four (4) year period thereafter, such that, subject to the continuous engagement of the Consultant with the Company at such time under the Employment Agreement, the entire Option shall be vested and exercisable upon the 5th anniversary of the effective date of the Employment Agreement. The Option shall be further subject to the terms of the Plan and the terms and conditions determined by the Board. The management of the Company shall recommend to the Board that the vesting schedule of the Option shall be accelerated upon an amount per share equal acquisition of the Company by an unaffiliated party. Subject to any dividends or distributions declared by applicable law, upon termination of the Employment Agreement at any time, the Company and payable on the Firm Shares but not payable on shall have a “Buy Back option” over the Option Shares (the “Over-Allotment Buy Back Option”) entitling the Company, at the sole discretion of the Board, to purchase from the Consultant the Option Purchase Price”)Shares or any portion thereof (including without limitation, Option Shares that were vested or exercised) in consideration for the Fair Market Value of the Option Shares purchased by the Company at the time of the exercise of the Buy Back Option. The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made Consultant shall have no right or claim in connection with the offering of the Firm Shares. The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the 45th day from the Effective Date, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Buy Back Option at any time prior to the Closing Date or any Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment for the Option Shares shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriters at least one (1) business day in advance of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery sole discretion of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructBoard.

Option Shares. The Company hereby agrees to issue On the basis of the representations, warranties and sell agreements herein contained, but subject to the Underwriters terms and conditions herein set forth, the Option SharesCompany, and hereby grants to the Underwriters shall have the several Underwriters, an option to purchase, severally and not jointly, in whole purchase all or in part, any portion of the Option Shares from at the Company (same purchase price as the “Over-Allotment Option”)Firm Shares, for use solely in each case, at a price per share equal to the Purchase Price less an amount per share equal to covering any dividends or distributions declared over allotments made by the Company Underwriters in the sale and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering distribution of the Firm Shares. The Underwriters option granted hereunder may exercise the Over-Allotment Option 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 whole, or from time to time in part, on or before writing) by the 45th day from the Effective Date, by giving written notice Representative to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as the number of Firm Shares set setting forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or any Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) Underwriters are exercising the Over-Allotment Option Purchase Price; (iii) option, the names and denominations in which the certificates for the Option Shares are to be registered; registered and (iii) any Additional the date and time, as determined by the 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. Payment for the No Option Shares shall be madesold and delivered unless the Firm Shares previously have been, against delivery of the or simultaneously are, sold and delivered. The Option Shares to will be purchased, by wire transfer in immediately available funds to the account(s) specified delivered by the Company to the account of the Representative for the respective accounts of the several Underwriters at least one (1) business against payment of the purchase price therefor by wire transfer of same day in advance funds payable to the order of such payment the Company, as appropriate, at the office offices of VCL Law LLP on any Additional Closing DateCRT Capital Group LLC, or at such other place on the same ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other date and location as may be mutually acceptable at 9:00 a.m., Central time, as shall be designated in writing by on the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructSecond Closing Date.

Option Shares. The (i) In addition, subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties and agreements herein contained, the Company hereby agrees to issue and sell grants to the Underwriters an option (the "Over-Allotment Option") to purchase from the Company all or any part of an aggregate of an additional 300,000 Shares at the Purchase Price (the "Option Shares"). In the event that the Over-Allotment Option is exercised by the Underwriters in whole or in part, each Underwriter shall purchase Option Shares in the same proportion as the number of Firm Shares purchased by it bore to the total number of Firm Shares, unless you and the other Underwriters shall have otherwise agree. (ii) The Over-Allotment Option may be exercised by the option to purchase, severally and not jointlyUnderwriters, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the 45th day from within 45 days after the Effective Date, upon notice by giving written notice you to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number advising it of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or any Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) , the names and denominations in which the certificates for the Shares comprising such Option Shares are to be registered; , and the time and date when such certificates are to be delivered. Such time and date shall be determined by you but shall not be less than four nor more than ten banking days after exercise of the Over-Allotment Option, nor in any event prior to the First Closing Date (iii) any Additional such time and date being herein called the "Option Closing Date. Payment for the Option Shares shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriters at least one (1) business day in advance of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters"). Delivery of the Option Shares against payment therefor shall take place at the Representative's Offices. Time shall be made through of the facilities essence and delivery at the time and place specified in this Section 2(c)(ii) is a further condition to the obligations of DTC, unless the Underwriters shall otherwise instructhereunder. (iii) The Over-Allotment Option may be exercised only to cover over-allotments in the sale by the Underwriters of Firm Shares.

Option Shares. The On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby agrees to issue and sell grants to the Underwriters the Option Shares, and the Underwriters shall have the Underwriter an option to purchase, severally and not jointly, in whole purchase all or in part, any portion of the Option Shares from at the Company (same purchase price as the “Over-Allotment Option”)Firm Shares, for use solely in each case, at a price per share equal to the Purchase Price less an amount per share equal to covering any dividends or distributions declared over allotments made by the Company Underwriter in the sale and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering distribution of the Firm Shares. The Underwriters option granted hereunder may exercise the Over-Allotment Option 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 whole, or from time to time in part, on or before writing) by the 45th day from the Effective Date, by giving written notice Underwriter to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as the number of Firm Shares set setting forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or any Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option Underwriter is being exercised; (ii) exercising the Over-Allotment Option Purchase Price; (iii) option, the names and denominations in which the certificates for the Option Shares are to be registered; registered and (iii) any Additional the date and time, as determined by the Underwriter, 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. Payment for the No Option Shares shall be madesold and delivered unless the Firm Shares previously have been, against delivery of the or simultaneously are, sold and delivered. The Option Shares to will be purchased, by wire transfer in immediately available funds to the account(s) specified delivered by the Company to the Underwriters at least one (1) business Underwriter for the account of the Underwriter against payment of the purchase price therefor by wire transfer of same day in advance funds payable to the order of such payment the Company, as appropriate, at the office offices of VCL Law LLP on any Additional Closing Date▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., or at such other place on the same U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other date and location as may be mutually acceptable at 9:00 a.m., Central time, as shall be designated in writing by on the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructSecond Closing Date.

Option Shares. The Upon the basis of the representations and warranties and subject to the other terms and conditions herein set forth, the Company hereby agrees grants an option to issue and sell FBR to (i) purchase from the Underwriters Company, as initial purchaser, up to an aggregate of 2,860,000 Option Shares at the 144A/Regulation S Purchase Price per share (the "Purchased Option Shares"); and (ii) place, as exclusive placement agent for the Company, up to that number of Option Shares remaining, after subtracting any Purchased Option Shares with respect to which FBR has exercised its option pursuant to clause (i), at the Regulation D Purchase Price per share (the "Placed Option Shares"). The option granted hereby will expire thirty (30) days after the date hereof and the Underwriters shall have the option to purchase, severally and not jointly, may be exercised in whole or in partpart from time to time in one or more installments, including at the Option Shares from the Company (the “Over-Allotment Option”)Closing Time, in each case, at a price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-additional allotments which may be made in connection with the offering and distribution of the Firm Shares. The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the 45th day from the Effective Date, by giving Initial Shares upon written notice by FBR to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as the number of Firm Shares set setting forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or any Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which FBR is then exercising the Over-Allotment Option is being exercised; option, (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in to which the Option Shares are to be registered; and delivered in book-entry form through the facilities of The Depository Trust Company ("DTC"), (iii) any Additional Closing Date. Payment for the number of Option Shares that will be Purchased Option Shares and the number of Option Shares that will be Placed Option Shares, and (iv) the time and date of payment for and delivery of such Option Shares in book-entry form. Any such time and date of delivery shall be madedetermined by FBR, against delivery of the Option Shares to but shall not be purchased, by wire transfer in immediately available funds to the account(slater than five (5) specified by the Company to the Underwriters at least full business days nor earlier than one (1) full business day after the exercise of said option, nor in advance of such payment at any event prior to the office of VCL Law LLP on any Additional Closing DateTime, or at such other place on the same or such other date and time, as shall be designated unless otherwise agreed in writing by FBR and the UnderwritersCompany. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instruct2.

Option Shares. The Company hereby agrees to issue On the basis of the representations, warranties and sell agreements herein contained, but subject to the Underwriters terms and conditions herein set forth, the Option SharesCompany, and hereby grants to the Underwriters shall have the Underwriter an option to purchase, severally and not jointly, in whole purchase all or in part, any portion of the Option Shares from at the Company (the “Over-Allotment Option”), in each case, at a same purchase price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of as the Firm Shares. The Underwriters option granted hereunder may exercise the Over-Allotment Option be exercised in whole or in part at any time within 30 days after the effective date of this Agreement upon notice (confirmed in whole, or from time to time in part, on or before writing) by the 45th day from the Effective Date, by giving written notice Underwriter to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as the number of Firm Shares set setting forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or any Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option Underwriter is being exercised; (ii) exercising the Over-Allotment Option Purchase Price; (iii) option, the names and denominations in which the certificates for the Option Shares are to be registered; registered and (iii) any Additional Closing Date. Payment for the Option Shares shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriters at least one (1) business day in advance of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as determined by you, when the Option Shares are to be delivered, such time and date being herein referred to as a “Second Closing” and each “Second Closing Date”, respectively; provided, however, that a 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 the Underwriter shall be designated in writing the same percentage of the total number of Option Shares to be purchased by the Underwriters. Delivery Underwriter as the number of Firm Shares to be purchased by the Underwriter is of the total number of Firm Shares to be purchased by the Underwriter. No Option Shares shall be made through the facilities of DTC, sold and delivered unless the Underwriters shall otherwise instructFirm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Custodian and the Company, as appropriate, to you 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 BTIG, LLC, ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇., 6th Floor, San Francisco, CA 94111, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.

Option Shares. The In addition, on the basis of the representations and warranties herein contained and subject to the terms and conditions herein set forth, the Company hereby agrees to issue and sell grants an option to the Underwriters the Option Shares, and the Underwriters shall have the option to purchaseUnderwriters, severally and not jointly, to purchase, in addition to the Initial Securities, up to the amount of [o] shares of Option Securities at the price per share set forth in Schedule B. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part, the Option Shares part from the Company (the “Over-Allotment Option”), in each case, at a price per share equal time to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may time only exercise the Over-Allotment Option for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares. The Underwriters may exercise Initial Securities upon notice by the Over-Allotment Option at any time in whole, or from time to time in part, on or before the 45th day from the Effective Date, by giving written notice Representative to the Company setting forth the aggregate number of Option Securities as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Securities. Any such time and date of delivery (a "DATE OF DELIVERY") shall be determined by the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may Representative, but shall not be earlier than the Closing Date nor later than ten (10) seven full business days after the date exercise of such noticesaid option, nor in any event prior to the Closing Time, as hereinafter defined. On each day, if any, that If the option is exercised as to all or any portion of the Option Shares are to be purchasedSecurities, then each Underwriter agreesof the Underwriters, acting severally and not jointly, to will purchase the number that proportion of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be Securities then being purchased on such additional closing date (“Additional Closing Date”) as which the number of Firm Shares Initial Securities set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of Initial Securities, subject, in each case, to such adjustments as the Firm SharesRepresentative in its discretion shall make to eliminate any sales or purchases of fractional shares. The Underwriters may cancel any exercise If the option is exercised for a portion, but not all, of the Over-Allotment Option at any time prior to Securities, the Closing Date or any Additional Closing Date, as Company will sell that portion of the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate total number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment for the Option Shares shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriters at least one (1) business day in advance of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructSecurities.

Option Shares. The Company hereby agrees to issue and sell to the Underwriters the Option Shares, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, (a) Delivery of definitive certificates for the Option Shares from to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the “Over-Allotment Option”)Company agrees not to deposit any such check in the bank on which it is drawn, in each caseand not to take any other action with the purpose or effect of receiving immediately available funds, at a price per share equal until the business day following the date of its delivery to the Purchase Price less an amount per share equal to Company). In the event of any dividends or distributions declared 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 Hale ▇▇▇ Dorr ▇▇▇, 60 S▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company and payable at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the Firm Shares but not payable on 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters 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 only exercise the Over-Allotment Option reasonably request for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the 45th day from the Effective Date, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be checking at least one (1) full business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after prior to the date of payment and delivery and will be in such notice. On each daynames and denominations as you may request, if any, that the Option Shares are such request to be purchasedmade at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, each Underwriter agrees, severally and not jointly, to purchase the number delivery of the Option Shares (subject may be made by credit through full fast transfer to such adjustments to eliminate fractional shares the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters may determine) that bears the same proportion whose check or checks shall not have been received by you prior to the total number date of payment and delivery for the Option Shares to be purchased on by such additional closing 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 (“Additional Closing Date”hereof and as of the date of payment and delivery for such Option Shares) as to the number accuracy of Firm Shares 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 Schedule A hereto opposite the name of such Underwriter bears Section 7 hereof and to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option condition that all proceedings taken at any time or prior to the Closing Date or any Additional Closing Date, as payment date in connection with the case may be, by giving written notice sale and transfer of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment for the Option Shares shall be madereasonably satisfactory in form and substance to you and to Underwriters' Counsel, against delivery 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 Option Shares to be purchasedrepresentations, by wire transfer in immediately available funds to warranties or statements, the account(s) specified by performance of any of the covenants or agreements 36 -36- of the Company to or the Underwriters at least one (1) business day in advance satisfaction of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructconditions herein contained.

Option Shares. The (i) In addition, subject to the terms and conditions of this Agreement, and on the basis of the representations, warranties and agreements herein contained, the Company and the Selling Stockholders hereby agrees to issue and sell grant to the Underwriters an option (the "Over-Allotment Option") to purchase from the Company all or any part of an aggregate of an additional 168,750 Shares at the Purchase Price (the "Option Shares"). In the event that the Over-Allotment Option is exercised by the Underwriters in whole or in part, each Underwriter shall purchase Option Shares in the same proportion as the number of Firm Shares purchased by it bore to the total number of Firm Shares, unless the Company and the Selling Stockholders and the other Underwriters shall have otherwise agree. (ii) The Over-Allotment Option may be exercised by the option to purchase, severally and not jointlyUnderwriters, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the 45th day from within 30 days after the Effective Date, upon notice by giving written notice you to the Company (and the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number Selling Stockholders advising them of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or any Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) , the names and denominations in which the certificates for the Shares comprising such Option Shares are to be registered; , and the time and date when such certificates are to be delivered. Such time and date shall be determined by you but shall not be less than four nor more than five banking days after exercise of the Over-Allotment Option, nor in any event prior to the First Closing Date (iii) any Additional such time and date being herein called the "Option Closing Date. Payment for the Option Shares shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriters at least one (1) business day in advance of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters"). Delivery of the Option Shares against payment therefor shall take place at the Representative's Offices. Time shall be made through of the facilities essence and delivery at the time and place specified in this Section 2(c)(ii) is a further condition to the obligations of DTC, unless the Underwriters hereunder. (iii) The Over-Allotment Option may be exercised only to cover over- allotments in the sale by the Underwriters of Firm Shares. (iv) If Over-Allotment Option is exercised, 50% of the Option Shares shall otherwise instructbe delivered and sold by the Company, and 50% shall be delivered and sold by the Selling Stockholders in the proportions set forth in Schedule II.

Option Shares. The Upon the basis of the representations and warranties and subject to the other terms and conditions herein set forth, the Company hereby agrees grants an option to issue and sell FBR to (i) purchase from the Underwriters Company, as initial purchaser, up to an aggregate of 6,750,000 Option Shares at the 144A/Regulation S Purchase Price per share (the “Purchased Option Shares”); and (ii) place, as exclusive placement agent for the Company, up to that number of Option Shares remaining, after subtracting any Purchased Option Shares with respect to which FBR has exercised its option pursuant to clause (i), at the Regulation D Purchase Price per share (the “Placed Option Shares”). The option granted hereby will expire thirty (30) days after the date hereof and the Underwriters shall have the option to purchase, severally and not jointly, may be exercised in whole or in partpart from time to time in one or more installments, including at the Option Shares from the Company (the “Over-Allotment Option”)Closing Time, in each case, at a price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-additional allotments which may be made in connection with the offering and distribution of the Firm Shares. The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the 45th day from the Effective Date, by giving Initial Shares upon written notice by FBR to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as the number of Firm Shares set setting forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or any Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which FBR is then exercising the Over-Allotment Option is being exercised; option, (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in to which the Option Shares are to be registered; and delivered in book-entry form through the facilities of The Depository Trust Company (“DTC”), (iii) any Additional Closing Date. Payment for the number of Option Shares that will be Purchased Option Shares and the number of Option Shares that will be Placed Option Shares, and (iv) the time and date of payment for and delivery of such Option Shares in book-entry form. Any such time and date of delivery shall be madedetermined by FBR, against delivery of the Option Shares to but shall not be purchased, by wire transfer in immediately available funds to the account(slater than five (5) specified by the Company to the Underwriters at least full business days nor earlier than one (1) full business day after the exercise of said option, nor in advance of such payment at any event prior to the office of VCL Law LLP on any Additional Closing DateTime, or at such other place on the same or such other date and time, as shall be designated unless otherwise agreed in writing by FBR and the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructCompany.

Option Shares. The (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 agrees to issue and sell grants to the Underwriters the Option Sharesseveral Underwriters, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering distribution and sale of the Firm SharesShares only, a nontransferable option to purchase up to an aggregate of 450,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 3 hereof. The Such option may be exercised by the Representatives on behalf of the several Underwriters may exercise on one (1) or more occasions in whole or in part during the Over-Allotment Option at any time in whole, or from time period of thirty (30) days after the date on which the Firm Shares are initially offered to time in part, on or before the 45th day from the Effective Datepublic, 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 proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representatives in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the “Over-Allotment Exercise Notice”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). Each 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 Hell▇▇ ▇▇▇m▇▇ ▇▇▇te & McAu▇▇▇▇▇, ▇▇5 ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ 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 must 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 after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after prior to the date of payment and delivery and will be in such notice. On each daynames and denominations as you may request, if any, that the Option Shares are such request to be purchasedmade at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, each Underwriter agrees, severally and not jointly, to purchase the number delivery of the Option Shares (subject may be made by credit through full fast transfer to such adjustments to eliminate fractional shares the accounts at the Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters may determine) that bears the same proportion whose check or checks shall not have been received by you prior to the total number date of payment and delivery for the Option Shares to be purchased on by such additional closing 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 (“Additional Closing Date”hereof and as of the date of payment and delivery for such Option Shares) as to the number accuracy of Firm Shares 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 Schedule A hereto opposite the name of such Underwriter bears Section 6 hereof, and to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option condition that all proceedings taken at any time or prior to the Closing Date or any Additional Closing Date, as payment date in connection with the case may be, by giving written notice sale and transfer of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment for the Option Shares shall be madesatisfactory in form and substance to you and to Underwriters' Counsel, against delivery 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 Option Shares to be purchasedrepresentations, by wire transfer in immediately available funds to warranties or statements, the account(s) specified by performance of any of the covenants or agreements of the Company to or the Underwriters at least one (1) business day in advance satisfaction of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructconditions herein contained.

Option Shares. The Company hereby agrees to issue On the basis of the representations, warranties and sell agreements herein contained, but subject to the terms and conditions herein set forth, the Company, hereby grants to the several Underwriters the Option Shares, and the Underwriters shall have the an option to purchase, severally and not jointly, in whole purchase all or in part, any portion of the Option Shares from at the Company (the “Over-Allotment Option”), in each case, at a same purchase price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of as the Firm Shares. The Underwriters option granted hereunder may exercise the Over-Allotment Option 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 whole, or from time to time in part, on or before writing) by the 45th day from the Effective Date, by giving written notice Representatives to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as the number of Firm Shares set Attorneys-in-Fact setting forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or any Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) several Underwriters are exercising the Over-Allotment Option Purchase Price; (iii) option, the names and denominations in which the certificates for the Option Shares are to be registered; registered and (iii) any Additional Closing Date. Payment for the Option Shares shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriters at least one (1) business day in advance of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other 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 designated in writing 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 Underwriters. Delivery 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 made through the facilities of DTC, 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 shall otherwise instructagainst payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.

Option Shares. The Company hereby agrees to issue and sell (a) Upon written notice from the Underwriter given to the Underwriters Company not later than February 27, 2002, the Underwriter may purchase all or less than all of the Option Shares at the purchase price per share to be paid for the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Shares or any portion thereof may be surrendered and terminated at any time upon notice by the Underwriter to the Company. The date of delivery of, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in partpayment for, the Option Shares from shall be no later than the Closing Date. The preparation, registration, checking and delivery of, and payment for, the Option Shares shall occur or be made in the same manner as provided in Section 3 hereof for the Firm Shares, except as the Underwriter and the Company may otherwise agree. The Company understands that the Underwriter intends to deposit the Option Shares with the trustee of the Trust in exchange for units in the Trust. (the “Over-Allotment Option”), in each case, at a price per share equal b) The conditions to the Purchase Price less an amount per share equal Underwriter's obligations set forth in Section 5 shall be deemed to any dividends or distributions declared by be conditions to the Company Underwriter's obligation to purchase and payable on pay for the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the 45th day from the Effective Date, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or any Additional Closing Date, as the case may be, by giving written notice of such cancellation and references to the Company. The Over-Allotment Exercise Notice "Shares" in Section 5 hereof shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are be deemed to be registered; references to the Firm Shares and (iii) any Additional Closing Date. Payment for the Option Shares shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to purchased on the account(s) specified by the Company to the Underwriters at least one (1) business day in advance of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, . A termination of this Agreement as shall be designated in writing by the Underwriters. Delivery of to the Option Shares after the Closing Date will not terminate this Agreement as to the Firm Shares. If the foregoing correctly sets forth the understanding among the Company, the Operating Partnership and the Underwriter, please so indicate in the space provided below for that purpose, whereupon this letter shall be made through constitute a binding agreement between the facilities Company, the Operating Partnership and the Underwriter. Very truly yours, HOME PROPERTIES OF NEW YORK, INC. By:/s/David P. Gardner -------------------------------- Name: David P. Gardner Title: ▇▇▇ ▇▇▇ ▇▇▇ HOME PROPERTIES OF NEW YORK, L.P. By: Home Properties of DTCNew York, unless Inc., its general partner By: /s/David P. Gardner -------------------------------- Name: David P. Gardner Title: ▇▇▇ ▇▇▇ ▇▇▇ ACCEPTED as of the Underwriters shall otherwise instructdate first above written: SALOMON SMITH BARNEY INC. By: /s/Jeffrey Horowitz ---------------------------------------- Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇itz Title: Managing Director SCHEDULE A ---------- SUBSIDIARIES Home Properties of New York, L.P. New York limited partnership 1% owned by Home Properties of New York, Inc. ("HME"); 62% owned by Home Properties Trust Home Properties Trust Maryland real estate trust 100% owned by HME Home Properties Management, Inc. Maryland Corp. Home Properties of New York, L.P. ("OP") owns the non-voting shares (95% of total shares)/Nelson and Norman Leenhouts o▇▇ ▇▇▇ voting ▇▇▇▇▇▇ (▇% ▇▇ total shares) Home Properties Resident Services, Inc. Maryland Corp. OP owns the non-voting shares (99% of total shares)/Nelson Leenhouts and Norman L▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇ voti▇▇ ▇▇▇▇▇▇ (▇% ▇▇ total shares) NOTE: The operations of Home Properties Management, Inc. and Home Properties Resident Services, Inc. are not consolidated with those of the Company.

Option Shares. The Company hereby agrees to issue (a) On the basis of the representations, warranties and sell agreements herein contained, but subject to the Underwriters terms and conditions herein set forth, the Option Shares, and the Underwriters shall have the option to purchaseSelling Stockholders, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal hereby grant to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option several Underwriters, for the purpose of covering over-allotments made in connection with the offering distribution and sale of the Firm SharesShares only, a nontransferable option to purchase up to an aggregate of 600,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 3 hereof. The Such option may be exercised by the Representatives on behalf of the several Underwriters may exercise on one (1) or more occasions in whole or in part during the Over-Allotment Option at any time in whole, or from time period of thirty (30) days after the date on which the Firm Shares are initially offered to time in part, on or before the 45th day from the Effective Datepublic, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter from each Selling Stockholder upon the exercise of such option shall be the same proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representatives in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Custodian for the respective accounts of the Selling Stockholders (and the Custodian agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Custodian). In the event of any breach of the foregoing, the Custodian 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 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, LLP, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇, or at such other place as may be agreed upon among the Representatives and the Company (i) on the “Over-Allotment Exercise Notice”)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. Each exercise date must 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 after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after prior to the date of payment and delivery and will be in such notice. On each daynames and denominations as you may request, if any, that the Option Shares are such request to be purchasedmade at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, each Underwriter agrees, severally and not jointly, to purchase the number delivery of the Option Shares (subject may be made by credit through full fast transfer to such adjustments to eliminate fractional shares the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters may determine) that bears the same proportion whose funds shall not have been received by you prior to the total number date of payment and delivery for the Option Shares to be purchased on by such additional closing 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 (“Additional Closing Date”hereof and as of the date of payment and delivery for such Option Shares) as to the number accuracy of Firm Shares 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 Schedule A hereto opposite the name of such Underwriter bears Section 6 hereof, and to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option condition that all proceedings taken at any time or prior to the Closing Date or any Additional Closing Date, as payment date in connection with the case may be, by giving written notice sale and transfer of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment for the Option Shares shall be madesatisfactory in form and substance to you and to Underwriters' Counsel, against delivery 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 Option Shares to be purchasedrepresentations, by wire transfer in immediately available funds to warranties or statements, the account(s) specified by performance of any of the covenants or agreements of the Company to and the Underwriters at least one (1) business day in advance Selling Stockholders or the satisfaction of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructconditions herein contained.

Option Shares. The On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company hereby agrees to issue and sell grants to the Underwriters the Option Shares, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less Representatives 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 “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the 45th day from the Effective Date, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agreesoption, severally and not jointly, to purchase purchase, for the number purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, all or any portion of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears at the same proportion to the total number of the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) purchase price as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The option granted hereunder may be exercised in whole or in part from time to time and at any time within forty-five (45) days after the date of the Prospectus (as defined below) upon notice (confirmed in writing by overnight mail or facsimile or other electronic transmission) by the Representatives to the Company setting forth the aggregate number of Option Shares as to which the Underwriters are exercising the option and the date and time, as determined by the Representatives, when the Option Shares are to be delivered, but in no event earlier than the First Closing Date (as defined below) nor earlier than the second Business Day (as defined below) or later than the tenth Business Day after the date on which the option shall have been exercised. An Underwriter will not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option by the Representatives. Upon exercise of the over-allotment option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. The purchase price to be paid for the Option Shares is equal to the product of the Share Purchase Price multiplied by the number of Option Shares to be purchased. The Representatives may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or any Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) by written notice to the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing DateCompany. Payment for the No Option Shares shall be made, against delivery of sold and delivered unless the Option Firm Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriters at least one (1) business day in advance of such payment at the office of VCL Law LLP on any Additional Closing Datepreviously have been, or at such other place on the same or such other date simultaneously are, sold and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructdelivered.

Option Shares. The (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 agrees to issue and sell grants to the Underwriters the Option Sharesseveral Underwriters, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-over- allotments made in connection with the offering distribution and sale of the Firm SharesShares only, a nontransferable option to purchase up to an aggregate of 600,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 3 hereof. The Underwriters Such option may exercise be exercised by the Over-Allotment Option at any time Underwriter on one (1) occasion in whole, whole or from time in part during the period of thirty (30) days after the date on which the Firm Shares are initially offered to time in part, on or before the 45th day from the Effective Datepublic, by giving written notice to the Company. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the Underwriter by wire transfer of immediately available funds. Such delivery and payment shall take place at the offices of ▇▇▇▇ and ▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇ or at such other place as may be agreed upon among the Underwriter and the Company (i) on the “Over-Allotment Exercise Notice”)Closing Time, 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 Time, 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 Time. Each exercise date must 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 after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after prior to the date of payment and delivery and will be in such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or any Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are as you may request, such request to be registered; made at least two (2) full business days prior to such date of payment and (iii) any Additional Closing Datedelivery. Payment for If the Option Shares shall be madeUnderwriter so elects, against delivery of the Option Shares to may be purchased, made by wire credit through full fast transfer in immediately available funds to the account(s) specified accounts at The Depository Trust Company designated by the Company Underwriter. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the Underwriter 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 Underwriters accuracy of and compliance with the representations, warranties and agreements of the Primary Entities herein, to the accuracy of the statements of the Primary Entities, officers of the Company and partners of the Operating Partnership made pursuant to the provisions hereof, to the performance by the Primary Entities of their respective obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at least one (1) business day or prior to the payment date in advance connection with the sale and transfer of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through satisfactory in form and substance to you and to Underwriter's counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the facilities accuracy and completeness of DTCany of the representations, unless warranties or statements, the Underwriters shall otherwise instructperformance of any of the covenants or agreements of the Primary Entities or the satisfaction of any of the conditions herein contained.

Option Shares. (a) The Company Stockholders hereby agrees to issue and sell grant to the Underwriters Purchasers, according to the Option Sharesallocation set forth on Exhibit A hereto (which shall be updated prior to the Closing if the Allocation Notice is updated pursuant to the Purchase Agreement), and an irrevocable option (the Underwriters shall have the option "Option") to purchase, severally and not jointly, in whole or in part, the Option on one or more occasions, 1,000,000 Shares from the Company at a purchase price equal to $30.00 per share (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the 45th day from the Effective Date, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1"Per Share Amount") business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option at any time prior to the close of business on the third anniversary of the Closing Date. In addition, the Stockholders represent and covenant that they will at all times during the term of the Option hold at least 1,000,000 Shares free and clear of all Liens for delivery upon exercise of the Option. (b) Each Purchaser may exercise its portion of the Option, in whole or in part, at any time and from time to time, after the Closing Date; provided, however, that except as provided in the last sentence of this Section 3(b), the Option shall terminate and be of no further force and effect upon the close of business on the third anniversary of the Closing Date. Notwithstanding the termination of the Option, each Purchaser shall be entitled to exercise its portion of the Option if it has given written notice of its intent to exercise its portion of the Option in accordance with the terms hereof prior to the termination of the Option and the termination of the Option shall not affect any rights hereunder which by their terms do not terminate or expire prior to or as of such termination. (c) In the event that a Purchaser wishes to exercise its portion of the Option, it shall send to the Stockholders a written notice (the date of which being herein referred to as the "Notice Date") to that effect which notice also specifies the total number of shares such Purchaser will purchase pursuant to such exercise, and a date not earlier than three business days nor later than 15 business days from the Notice Date for the closing of such purchase (the "Option Closing Date"); provided, however, that (i) if the closing of the purchase and sale pursuant to the Option (the "Option Closing") cannot be consummated by reason of any applicable judgment, decree, order, law or regulation (including, without limitation, the rules and regulations of an Educational Agency), the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which such restriction on consummation has expired or been terminated and (ii) without limiting the foregoing, if prior notification to or approval of any Governmental Authority is required in connection with such purchase or any Additional Closing Dateother transaction contemplated hereby, such Purchaser and the Stockholders shall promptly file the required notice or application for approval and shall cooperate in the expeditious filing of such notice or application, and, in the case of any prior notification or approval required in connection with such purchase, the period of time that otherwise would run pursuant to this sentence shall run instead from the date on which, as the case may be, by giving written notice of such cancellation to the Company(A) any required notification period has expired or been terminated or (B) any required approval has been obtained, and in either event, any requisite waiting period has expired or been terminated. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment for the Option Shares shall be made, against delivery place of the Option Shares Closing shall be at the offices of Wachtell, Lipton, Rose▇ & ▇atz, ▇▇ W▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇d the time of the Option Closing shall be 10:00 a.m. (Eastern Time) on the Option Closing Date. (d) At the Option Closing, the relevant Purchaser (or its designee) shall pay to each Stockholder an amount equal to the product of (x) the Per Share Amount, and (y) the number of shares being purchased from such Stockholder pursuant to the exercise of its portion of the Option. Such payment shall be purchased, by wire transfer in immediately available funds by wire transfer to the account(s) specified by the Company to the Underwriters at least one (1) business day in advance of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be a bank account designated in writing by such Stockholder. (e) At the Underwriters. Delivery Option Closing, simultaneously with the delivery of the amount specified in Section 3(d), each Stockholder shall deliver to such Purchaser (or its designee) a certificate or certificates representing its shares to be purchased at the Option Shares Closing, which shares shall be made through free and clear of all Liens, claims, charges and encumbrances of any kind whatsoever, except for such encumbrances or proxies in favor of the facilities Purchasers arising hereunder, and a new Option evidencing the rights of DTCsuch Purchaser (or its designee) to purchase the balance of the Stockholders' shares purchasable hereunder. (f) The Per Share Amount and/or the aggregate number and kind of Shares for purchase in the Option shall be appropriately adjusted in the event of any merger, unless reorganization, consolidation, recapitalization, spinoff, split or reverse split, extraordinary distribution with respect to the Underwriters shall otherwise instructShares or other change in the structure of the Company affecting the Shares.

Option Shares. The On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby agrees to issue and sell grants to the several Underwriters the Option Shares, and the Underwriters shall have the an option to purchase, severally and not jointly, in whole purchase all or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the 45th day from the Effective Date, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number portion of the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) sold by the Company hereunder, at the same purchase price as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Underwriters option granted hereunder may cancel any exercise of the Over-Allotment Option be exercised in whole or in part at any time prior (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representative to the Closing Date or any Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) Company setting forth the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) several Underwriters are exercising the Over-Allotment Option Purchase Price; (iii) option, the names and denominations in which the certificates for the Option Shares are to be registered; registered and (iii) any Additional Closing Date. Payment for the Option Shares shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriters at least one (1) business day in advance of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as determined by the 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 designated in writing 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 Representative in such manner as the 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 at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & 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 Shares, in book-entry form shall be made by credit through DWAC or full fast transfer to the facilities of DTC, unless accounts at the Underwriters shall otherwise instructDepository Trust Company designated by the Representative.

Option Shares. The (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 agrees to issue and sell grants to the Underwriters the Option Sharesseveral Underwriters, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering distribution and sale of the Firm SharesShares only, a nontransferable option to purchase up to an aggregate of _________ Option Shares at the purchase price per share for the Firm Shares set forth in Section 3 hereof. The Such option may be exercised by the Representatives on behalf of the several Underwriters may exercise on one (1) or more occasions in whole or in part during the Over-Allotment Option at any time in whole, or from time period of thirty (30) days after the date on which the Firm Shares are initially offered to time in part, on or before the 45th day from the Effective Datepublic, 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 proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representatives in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters drawn in same-day funds, payable to the order of the Company. In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Fenwick & West LLP, Two Palo Alto Square, Palo Alto, California 94306 or at such other place as may be agreed upon among the Representatives and the Company (i) on the “Over-Allotment Exercise Notice”)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. Each exercise date must 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 after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after prior to the date of payment and delivery and will be in such notice. On each daynames and denominations as you may request, if any, that the Option Shares are such request to be purchasedmade at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, each Underwriter agrees, severally and not jointly, to purchase the number delivery of the Option Shares (subject may be made by credit through full fast transfer to such adjustments to eliminate fractional shares the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters may determine) that bears the same proportion whose check or checks shall not have been received by you prior to the total number date of payment and delivery for the Option Shares to be purchased on by such additional closing 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 (“Additional Closing Date”hereof and as of the date of payment and delivery for such Option Shares) as to the number accuracy of Firm Shares 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 Schedule A hereto opposite the name of such Underwriter bears Section 6 hereof, and to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option condition that all proceedings taken at any time or prior to the Closing Date or any Additional Closing Date, as payment date in connection with the case may be, by giving written notice sale and transfer of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment for the Option Shares shall be madereasonably satisfactory in form and substance to you and to Underwriters' counsel, against delivery 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 Option Shares to be purchasedrepresentations, by wire transfer in immediately available funds to warranties or statements, the account(s) specified by performance of any of the covenants or agreements of the Company to or the Underwriters at least one (1) business day in advance satisfaction of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructconditions herein contained.

Option Shares. The On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby agrees to issue and sell grants to the Underwriters the Option Shares, and the Underwriters shall have the Underwriter an option to purchase, severally and not jointly, in whole purchase all or in part, any portion of the Option Shares from at the Company (the “Over-Allotment Option”), in each case, at a same purchase price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on as the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option Shares, for the purpose of use solely in covering any over-allotments made by the Underwriter in connection with the offering sale and distribution of the Firm Shares. The Underwriters option granted hereunder may exercise the Over-Allotment Option be exercised in whole or in part at any time in whole, or from time to time in part, on or before the 45th day from the Effective Date, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1but not more than once) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business within 30 days after the date of such notice. On each day, if any, that this Agreement upon notice (confirmed in writing) by the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as the number of Firm Shares set Company setting forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or any Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option Underwriter is being exercised; (ii) exercising the Over-Allotment Option Purchase Price; (iii) option, the names and denominations in which the certificates for the Option Shares are to be registered; registered and (iii) any Additional Closing Date. Payment for the Option Shares shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriters at least one (1) business day in advance of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other 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 designated in writing by earlier than the UnderwritersFirst Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. Delivery of the No Option Shares shall be made through the facilities of DTC, sold and delivered unless the Underwriters shall otherwise instructFirm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company at the offices of Ladenburg ▇▇▇▇▇▇▇▇ & Co. Inc., ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, or such other location as may be mutually acceptable at 9:00 a.m., New York City time, on the Second Closing Date.

Option Shares. The Company hereby agrees to issue (a) On the basis of the representations, warranties and sell agreements herein contained, but subject to the Underwriters terms and conditions herein set forth, the Option Shares, and the Underwriters shall have the option to purchaseSelling Stockholders, severally and not jointly, in whole or in partthe amounts set forth opposite their names on Schedule B, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal hereby grants to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option several Underwriters, for the purpose of covering over-allotments made in connection with the offering distribution and sale of the Firm SharesShares only, a nontransferable option to purchase up to an aggregate of 200,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 3 hereof. The Such option may be exercised by the Representative on behalf of the several Underwriters may exercise on one (1) or more occasions in whole or in part during the Overperiod of forty-Allotment Option at any time in whole, or from time five (45) days after the date on which the Firm Shares are initially offered to time in part, on or before the 45th day from the Effective Datepublic, by giving written notice to the Company (Selling Stockholders. The number of Option Shares to be purchased by each Underwriter upon the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that option shall be the same proportion of the total number of Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, purchased by the several Underwriters pursuant to purchase the exercise of such option as the number of the Option Firm Shares purchased by such Underwriter (subject to such adjustments to eliminate fractional shares as the Underwriters may determineset forth in Schedule A hereto) that bears the same proportion 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 on such additional closing date (“Additional Closing Date”) as by the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears several Underwriters pursuant to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Overoption granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-Allotment Option at any time prior day funds, payable to the Closing Date or order of the Selling Stockholders (and the Selling Stockholders agree not to deposit any Additional Closing Date, as such check in the case may be, by giving written notice bank on which it is drawn until the day following the date of such cancellation its delivery to the Company). The Over-Allotment Exercise Notice Such delivery and payment shall set forth: (i) take place at the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment for the Option Shares shall be made, against delivery offices of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriters at least one (1) business day in advance of such payment at the office of VCL Law LLP on any Additional Closing DateRepresentative, or at such other place as may be agreed upon by the Representative and the Selling Stockholders (i) on the same Closing Date, if 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, or (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, 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 timedelivery and will be in such names and denominations as you may request, as shall such request to be designated in writing by made at least three (3) full business days prior to such date of payment and delivery. If the Underwriters. Delivery Representative so elects, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representative of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters 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 made through 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 facilities accuracy and completeness of DTCany of the representations, unless warranties or statements, the Underwriters shall otherwise instructperformance 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. The (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 agrees to issue and sell grants to the Underwriters the Option Sharesseveral Underwriters, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering distribution and sale of the Firm SharesShares only, a nontransferable option to purchase up to an aggregate of 450,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 3 hereof. The Such option may be exercised by the Representatives on behalf of the several Underwriters may exercise on one (1) or more occasions in whole or in part during the Over-Allotment Option at any time in whole, or from time period of thirty (30) days after the date on which the Firm Shares are initially offered to time in part, on or before the 45th day from the Effective Datepublic, 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 proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representatives in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the “Over-Allotment Exercise Notice”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). Each In the event of any breach of the foregoing, the Company agrees to reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇, 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 must 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 after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after prior to the date of payment and delivery and will be in such notice. On each daynames and denominations as you may request, if any, that the Option Shares are such request to be purchasedmade at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, each Underwriter agrees, severally and not jointly, to purchase the number delivery of the Option Shares (subject may be made by credit through full fast transfer to such adjustments to eliminate fractional shares the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters may determine) that bears the same proportion whose check or checks shall not have been received by you prior to the total number date of payment and delivery for the Option Shares to be purchased on by such additional closing 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 (“Additional Closing Date”hereof and as of the date of payment and delivery for such Option Shares) as to the number accuracy of Firm Shares 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 Schedule A hereto opposite the name of such Underwriter bears Section 6 hereof, and to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option condition that all proceedings taken at any time or prior to the Closing Date or any Additional Closing Date, as payment date in connection with the case may be, by giving written notice sale and transfer of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment for the Option Shares shall be madesatisfactory in form and substance to you and to Underwriters' Counsel, against delivery 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 Option Shares to be purchasedrepresentations, by wire transfer in immediately available funds to warranties or statements, the account(s) specified by performance of any of the covenants or agreements of the Company to and the Underwriters at least one (1) business day in advance Selling Stockholders or the satisfaction of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructconditions herein contained.

Option Shares. The On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby agrees to issue and sell grants to the Underwriters the Option Shares, and the Underwriters shall have the Underwriter an option to purchase, severally and not jointly, in whole purchase all or in part, any portion of the Option Shares from at the Company (the “Over-Allotment Option”), in each case, at a same purchase price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on as the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option Shares, for the purpose of use solely in covering any over-allotments made by the Underwriter in connection with the offering sale and distribution of the Firm Shares. The Underwriters option granted hereunder may exercise the Over-Allotment Option be exercised in whole or in part at any time in whole, or from time to time in part, on or before the 45th day from the Effective Date, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1but not more than once) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business within 30 days after the date of such notice. On each day, if any, that this Agreement upon notice (confirmed in writing) by the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as the number of Firm Shares set Company setting forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or any Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option Underwriter is being exercised; (ii) exercising the Over-Allotment Option Purchase Price; (iii) option, the names and denominations in which the certificates for the Option Shares are to be registered; registered and (iii) any Additional Closing Date. Payment for the Option Shares shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriters at least one (1) business day in advance of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other 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 designated in writing by earlier than the UnderwritersFirst Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. Delivery of the No Option Shares shall be made sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares to be purchased by the Underwriter hereunder, in book-entry form in such authorized denominations and registered in such names as you may request upon at least forty-eight hours’ prior notice to the Company, shall be delivered by or on behalf of the Company to you, through the facilities of DTC, unless for your account, with any transfer taxes payable in connection with the Underwriters transfer of the Option Shares to you duly paid, against payment by you of the purchase price therefor by wire transfer of Federal (same-day) funds to the account specified by the Company to you at least forty-eight hours in advance. The time and date of such delivery and payment shall otherwise instructbe 9:00 a.m. New York City time on the Second Closing Date.

Option Shares. The For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Securities, the Company hereby agrees to issue and sell grants to the Underwriters the an option to purchase up to an additional 617,647 Ordinary Shares represented by ADSs (“Option Shares”) and up to an additional 1,235,294 Warrants (“Option Warrants”), and representing fifteen percent (15%) of the Underwriters shall have Firm Securities sold in the option to purchase, severally and not jointly, in whole or in part, offering (the Option Shares and the Option Warrants together being as the “Option Securities”), from the Company (the “Over-Allotment allotment Option”), in each case, at a price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and Option Securities shall be identical in all respects to the Underwriters agree that the Underwriters may only exercise the Over-Allotment Firm Securities. The Option Securities shall be purchased for the purpose account of covering over-allotments made in connection with the offering each of the Firm Shares. The several Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the 45th day from the Effective Date, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as the number of Firm Shares Securities, set forth in opposite such Underwriter’s name on Schedule A hereto opposite the name of such Underwriter 1 hereto, bears to the total number of Firm Securities (subject to adjustment by the Representative to eliminate fractions). No Option Securities shall be sold or delivered unless the Firm SharesSecurities previously have been, or simultaneously are, sold and delivered. The Underwriters right to purchase the Option Securities, or any portion thereof, may cancel any exercise of be exercised from time to time and to the Over-Allotment Option extent not previously exercised may be surrendered and terminated at any time prior to upon notice by the Closing Date or any Additional Closing Date, as the case may be, by giving written notice of such cancellation Representative to the Company. The Over-Allotment Exercise Notice purchase price to be paid per Option Share shall set forth: (i) be equal to the aggregate number of Share Purchase Price and the Purchase price to be paid per Option Shares as to which Warrant shall be the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Warrant Purchase Price; (iii) the names , each as set forth in Section 1.1.1 hereof. The Firm Securities and denominations in which the Option Shares Securities are hereinafter collectively referred to be registered; as the “Public Securities.” The offering and (iii) any Additional Closing Date. Payment for the Option Shares shall be made, against delivery sale of the Option Shares Public Securities is hereinafter referred to be purchased, by wire transfer in immediately available funds to as the account(s) specified by the Company to the Underwriters at least one (1) business day in advance of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instruct“Offering.”

Option Shares. The Company hereby agrees to issue On the basis of the representations, warranties and sell agreements herein contained, but subject to the terms and conditions herein set forth, the Company, hereby grants to the several Underwriters the Option Shares, and the Underwriters shall have the an option to purchase, severally and not jointly, in whole purchase all or in part, any portion of the Option Shares from at the Company (the “Over-Allotment Option”), in each case, at a same purchase price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on as the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option Shares, for the purpose of use solely in covering any over-allotments made by the Underwriters in connection with the offering sale and distribution of the Firm Shares. The Underwriters option granted hereunder may exercise the Over-Allotment Option 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 whole, or from time to time in part, on or before writing) by the 45th day from the Effective Date, by giving written notice Representative to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as the number of Firm Shares set setting forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or any Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) several Underwriters are exercising the Over-Allotment Option Purchase Price; (iii) option, the names and denominations in which the certificates for the Option Shares are to be registered; registered and (iii) any Additional Closing Date. Payment for the Option Shares shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriters at least one (1) business day in advance of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other 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 designated in writing the same percentage of the total number of Option Shares to be purchased by the Underwriters. Delivery 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 Representative in such manner as the Representative deems advisable to avoid fractional shares. No Option Shares shall be made through the facilities of DTC, 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, as appropriate, to you for the accounts of the several Underwriters shall otherwise instructagainst payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.

Option Shares. The On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby agrees to issue and sell grants to the Underwriters the Option Shares, and the Underwriters shall have the Underwriter an option to purchase, severally and not jointly, in whole purchase all or in part, any portion of the Option Shares from at the Company (the “Over-Allotment Option”), in each case, at a same purchase price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on as the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option Shares, for the purpose of use solely in covering any over-allotments made by the Underwriter in connection with the offering sale and distribution of the Firm Shares. The Underwriters option granted hereunder may exercise the Over-Allotment Option 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 whole, or from time to time in part, on or before writing) by the 45th day from the Effective Date, by giving written notice Underwriter to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as the number of Firm Shares set setting forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or any Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option Underwriter is being exercised; (ii) exercising the Over-Allotment Option Purchase Price; (iii) option, the names and denominations in which the certificates for the Option Shares are to be registered; registered and (iii) any Additional the date and time, as determined by the Underwriter, 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. Payment for the No Option Shares shall be madesold and delivered unless the Firm Shares previously have been, against delivery of the or simultaneously are, sold and delivered. The Option Shares to will be purchased, by wire transfer in immediately available funds to the account(s) specified delivered by the Company to the Underwriters at least one (1) business Underwriter for the account of the Underwriter against payment of the purchase price therefor by wire transfer of same day in advance funds payable to the order of such payment the Company at the office offices of VCL Law LLP on any Additional Closing Date▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., or at such other place on the same U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other date and location as may be mutually acceptable at 9:00 a.m., Central time, as shall be designated in writing by on the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructSecond Closing Date.

Option Shares. The (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 agrees to issue and sell grants to the Underwriters the Option Sharesseveral Underwriters, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering distribution and sale of the FIRM Shares only, a nontransferable option to purchase up to an aggregate of 225,000 Option Shares at the purchase price per share for the Firm SharesShares set forth in Section 3 hereof. The Such option may be exercised by the Representatives on behalf of the several Underwriters may exercise on no more than three (3) occasions in whole or in part during the Overperiod of forty-Allotment Option at any time in whole, or from time to time in part, on or before five (45) days after the 45th day from effective date of the Effective Date, Registration Statement by giving written notice (the "Option Notice") to the Company Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the “Over-Allotment Exercise Notice”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. Each Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise date must of the option granted by this Section 7 shall be made against payment of the purchase price therefor (reduced as set forth below) by the several Underwriters by wire transfer of funds to The 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 after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after prior to the date of payment and delivery and will be in such notice. On each daynames and denominations as you may request, if any, that the Option Shares are such request to be purchasedmade at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, each Underwriter agrees, severally and not jointly, to purchase the number delivery of the Option Shares (subject may be made by credit through full fast transfer to such adjustments to eliminate fractional shares the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters may determine) that bears the same proportion whose check or checks shall not have been received by you prior to the total number date of payment and delivery for the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as the number of Firm Shares set forth in Schedule A hereto opposite the name of by such Underwriter bears to the total number or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of the Firm Shares. The Underwriters may cancel any of its or their obligations hereunder. (b) Upon any exercise of the Over-Allotment 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 any time or prior to the Closing Date or any Additional Closing Date, as payment date in connection with the case may be, by giving written notice sale and transfer of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment for the Option Shares shall be madereasonably satisfactory in form and substance to you and to Underwriters' Counsel, against delivery 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 Option Shares to be purchasedrepresentations, by wire transfer in immediately available funds to warranties or statements, the account(s) specified by performance of any of the covenants or agreements of the Company to or the Underwriters at least one (1) business day in advance satisfaction of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructconditions herein contained.

Option Shares. The (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 agrees to issue and sell grants to the Underwriters the Option Sharesseveral Underwriters, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering distribution and sale of the Firm SharesShares only, a nontransferable option to purchase up to an aggregate of 187,500 Option Shares at the purchase price per share for the Firm Shares set forth in Section 3 hereof. The Such option may be exercised by the Representative on behalf of the several Underwriters may exercise on one (1) or more occasions in whole or in part during the Overperiod of forty-Allotment Option at any time in whole, or from time five (45) days after the date on which the Firm Shares are initially offered to time in part, on or before the 45th day from the Effective Date, 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 proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representative in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company (and the “Over-Allotment Exercise Notice”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 payee). Each 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 ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇ 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 must 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 after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after prior to the date of payment and delivery and will be in such notice. On each daynames and denominations as you may request, if any, that the Option Shares are such request to be purchasedmade at least two (2) full business days prior to such date of payment and delivery. If the Representative so elects, each Underwriter agrees, severally and not jointly, to purchase the number delivery of the Option Shares (subject may be made by credit through full fast transfer to such adjustments to eliminate fractional shares the accounts at The Depository Trust Company designated by the Representative. 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 may determine) that bears the same proportion whose check or checks shall not have been received by you prior to the total number date of payment and delivery for the Option Shares to be purchased on by such additional closing 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 (“Additional Closing Date”hereof and as of the date of payment and delivery for such Option Shares) as to the number accuracy of Firm Shares 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 Schedule A hereto opposite the name of such Underwriter bears Section 6 hereof, and to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option condition that all proceedings taken at any time or prior to the Closing Date or any Additional Closing Date, as payment date in connection with the case may be, by giving written notice sale and transfer of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment for the Option Shares shall be madesatisfactory in form and substance to you and to Underwriters' Counsel, against delivery 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 Option Shares to be purchasedrepresentations, by wire transfer in immediately available funds to warranties or statements, the account(s) specified by performance of any of the covenants or agreements of the Company to or the Underwriters at least one (1) business day in advance satisfaction of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructconditions herein contained.

Option Shares. The (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 agrees to issue and sell grants to the Underwriters the Option Sharesseveral Underwriters, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option solely for the purpose of covering over-allotments made in connection with the offering distribution and sale of the Firm SharesShares only, a nontransferable option to purchase the Option Shares at the purchase price per share for the Firm Shares set forth in Section 3 hereof (the "Option"). The Option may be exercised by the Representatives on behalf of the several Underwriters may exercise on one or more occasions in whole or in part during the Overperiod of forty-Allotment Option at any time in whole, or from time five (45) days after the date on which the Firm Shares are initially offered to time in part, on or before the 45th day from the Effective Date, public by giving written notice (the "Option Notice") to the Company (Company. The number of Option Shares to be purchased by each Underwriter upon the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option shall be the same proportion of the total number of Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, purchased by the several Underwriters pursuant to purchase the exercise of the Option as the number of the Option Firm Shares purchased by such Underwriter (subject to such adjustments to eliminate fractional shares as the Underwriters may determineset forth in Schedule A hereto) that bears the same proportion 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, or as otherwise agreed among the several Underwriters. Arrangement for electronic transfer of or delivery of definitive certificates for the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as by the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears several Underwriters pursuant to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or any Additional Closing Date, as the case may be, granted by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment for the Option Shares this Section 7 shall be made, made against delivery payment of the Option Shares to be purchased, purchase price therefor by the several Underwriters by wire transfer in immediately available funds to same day funds. In the account(s) specified by event of any breach of the foregoing, the Company to shall reimburse the Underwriters at least one (1) business day in advance 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 office offices of VCL Law LLP on any Additional Closing DateKlehr, Harrison, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, Pennsylvania, or at such other place as may be agreed upon between the Representatives and the Company (i) on the same Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be earlier than the second (2nd) full business day following the date the Company receives written Notice of the Option and shall not be later than the third (3rd) full business day following the date the Company receives written Notice of the Option, if such notice is received by the Company after the date two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other date and timelocation, as shall you may reasonably request at least two (2) full business day prior to the date of payment and delivery and will be designated in writing by such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Underwriters. Delivery Representatives so elect, delivery of the Option Shares may be made by credit through full fast transfer to the accounts at The Depository Trust Company designated by the Representatives. It is understood that each of you, individually, and not as the Representatives 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 made through 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 facilities accuracy and completeness of DTCany of the representations, unless warranties or statements, the Underwriters shall otherwise instructperformance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.

Option Shares. The Company hereby agrees to issue (a) On the basis of the representations, warranties and sell agreements herein contained, but subject to the Underwriters the Option Sharesterms and conditions herein set forth, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase 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 Selling Stockholders hereby severally grant to the Option Shares (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option several Underwriters, for the purpose of covering over-allotments made in connection with the offering distribution and sale of the Firm SharesShares only, a nontransferable option to purchase up to an aggregate of 450,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 3 hereof, of which 283,500 shares are to be issued and sold by the Company and an aggregate of 166,500 shares are to be sold by the Selling Stockholders in the respective amounts set forth opposite each such Selling Stockholder's name in Schedule B hereto. The Such option may be exercised by the Representatives on behalf of the several Underwriters may exercise on one (1) or more occasions in whole or in part during the Over-Allotment Option at any time in whole, or from time period of thirty (30) days after the date on which the Firm Shares are initially offered to time in part, on or before the 45th day from the Effective Datepublic, by giving written notice to the Company and the Selling Stockholders. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the “Overtotal number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representatives in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same-Allotment Exercise Notice”)day funds to an account or accounts specified by the Company with respect to the Shares being purchased from the Company and to an account or accounts specified by the Custodian for the respective accounts of the Selling Stockholders with respect to the Shares being purchased from the Selling Stockholders. Each Such delivery and payment shall take place at the offices of ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ or at such other place as may be agreed upon among the Representatives and the Company (i) on the Closing Date, if written notice of the exercise of such option is received by the Company and the Selling Stockholders at least two (2) full business days prior to the Closing Date, or (ii) on a date must 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 and the Selling Stockholders 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 after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after prior to the date of payment and delivery and will be in such notice. On each daynames and denominations as you may request, if any, that the Option Shares are such request to be purchasedmade at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, each Underwriter agrees, severally and not jointly, to purchase the number delivery of the Option Shares (subject may be made by credit through full fast transfer to such adjustments to eliminate fractional shares the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters may determine) that bears the same proportion whose check or checks shall not have been received by you prior to the total number date of payment and delivery for the Option Shares to be purchased on by such additional closing 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 (“Additional Closing Date”hereof and as of the date of payment and delivery for such Option Shares) as to the number accuracy of Firm Shares 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 Schedule A hereto opposite the name of such Underwriter bears Section 6 hereof, and to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option condition that all proceedings taken at any time or prior to the Closing Date or any Additional Closing Date, as payment date in connection with the case may be, by giving written notice sale and transfer of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment for the Option Shares shall be madesatisfactory in form and substance to you and to Underwriters' Counsel, against delivery 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 Option Shares to be purchasedrepresentations, by wire transfer in immediately available funds to warranties or statements, the account(s) specified by performance of any of the covenants or agreements of the Company to and the Underwriters at least one (1) business day in advance Selling Stockholders or the satisfaction of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructconditions herein contained.

Option Shares. The Company hereby agrees to issue and sell to the Underwriters the Option Shares, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise the Over-Over- Allotment Option at any time in whole, or from time to time in part, on or before the 45th day from the Effective Closing Date, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or any Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Over- Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment for the Option Shares shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriters at least one (1) business day in advance of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instruct.

Option Shares. The (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 agrees to issue and sell grants to the Underwriters the Option Sharesseveral Underwriters, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option solely for the purpose of covering over-allotments made in connection with the offering distribution and sale of the Firm SharesShares only, a nontransferable option to purchase the Option Shares at the purchase price per share for the Firm Shares set forth in Section 3 hereof (the "Option"). The Option may be exercised by the Representatives on behalf of the several Underwriters may exercise on one or more occasions in whole or in part during the Overperiod of forty-Allotment Option at any time in whole, or from time five (45) days after the date on which the Firm Shares are initially offered to time in part, on or before the 45th day from the Effective Date, public by giving written notice (the "Option Notice") to the Company (Company. The number of Option Shares to be purchased by each Underwriter upon the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option shall be the same proportion of the total number of Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, purchased by the several Underwriters pursuant to purchase the exercise of the Option as the number of the Option Firm Shares purchased by such Underwriter (subject to such adjustments to eliminate fractional shares as the Underwriters may determineset forth in Schedule A hereto) that bears the same proportion 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, or as otherwise agreed among the several Underwriters. Arrangement for electronic transfer of or delivery of definitive certificates for the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as by the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears several Underwriters pursuant to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or any Additional Closing Date, as the case may be, granted by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment for the Option Shares this Section 7 shall be made, made against delivery payment of the Option Shares to be purchased, purchase price therefor by the several Underwriters by wire transfer in immediately available funds to same day funds. In the account(s) specified by event of any breach of the foregoing, the Company to shall reimburse the Underwriters at least one (1) business day in advance 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 office offices of VCL Law LLP on any Additional Closing DateKlehr, Harrison, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, Pennsylvania, or at such other place as may be agreed upon between the Representatives and the Company (i) on the same Closing Date, if written notice of the exercise of such option is received by the Company at least two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be earlier than the second (2nd) full business day following the date the Company receives written Notice of the Option and shall not be later than the third (3rd) full business day following the date the Company receives written Notice of the Option, if such notice is received by the Company after the date two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other date and timelocation, as shall you may reasonably request at least two (2) full business day prior to the date of payment and delivery and will be designated in writing by such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date of payment and delivery. If the Underwriters. Delivery Representatives so elect, delivery of the Option Shares shall may be made by credit through full fast transfer to the facilities accounts at The Depository Trust Company designated by the Representatives. It is understood that each of DTCyou, unless 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 otherwise instruct.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

Option Shares. The Upon the basis of the representations and warranties and subject to the other terms and conditions herein set forth, the Company hereby agrees grants an option to issue and sell FBR to (i) purchase from the Underwriters Company, as initial purchaser, up to an aggregate of 1,674,160 Option Shares at the 144A/Regulation S Purchase Price per share (the "Purchased Option Shares"); and (ii) place, as exclusive placement agent for the Company, up to that number of Option Shares remaining after subtracting any Purchased Option Shares with respect to which FBR has exercised its option pursuant to clause (i), at the Regulation D Purchase Price per share (the "Placed Option Shares"). The option granted hereby will expire thirty (30) days after the date hereof and the Underwriters shall have the option to purchase, severally and not jointly, may be exercised in whole or in partpart from time to time in one or two installments, including at the Option Shares from the Company (the “Over-Allotment Option”)Closing Time, in each case, at a price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-additional allotments which may be made in connection with the offering and distribution of the Firm Initial Shares. The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time option shall be exercised pursuant to time in part, on or before the 45th day from the Effective Date, by giving written notice by FBR to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as the number of Firm Shares set setting forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or any Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which FBR is then exercising the Over-Allotment Option is being exercised; option, (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in to which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment for the Option Shares shall be made, against delivery of the Option Shares to be purchased, by wire transfer delivered in immediately available funds to the account(s) specified by the Company to the Underwriters at least one (1) business day in advance of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made book-entry form through the facilities of The Depository Trust Company ("DTC"), if available, (iii) the number of Option Shares that will be Purchased Option Shares and the number of Option Shares that will be Placed Option Shares, and (iv) the time and date of payment for and delivery of such Option Shares in book-entry form. Any such time and date of payment and delivery shall be determined by FBR, but shall not be later than five (5) full business days nor earlier than two (2) full business day after the exercise of said option, nor in any event prior to the Closing Time, unless otherwise agreed in writing by FBR and the Underwriters shall otherwise instructCompany.

Option Shares. The Company hereby agrees to issue (a) On the basis of the representations, warranties and sell agreements herein contained, but subject to the Underwriters the Option Sharesterms and conditions herein set forth, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase 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 Selling Shareholders hereby grant to the Option Shares (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option several Underwriters, for the purpose of covering over-allotments made in connection with the offering distribution and sale of the Firm SharesShares only, a nontransferable option to purchase, the respective number of Company Option Shares and Selling Shareholder Shares set forth opposite the names of the Company and the Selling Shareholders in Schedule B hereto, at the purchase price per share for the Firm Shares set forth in Section 3 hereof. The Such option may be exercised by the Representatives on behalf of the several Underwriters may exercise on one (1) or more occasions in whole or in part during the Over-Allotment Option at any time in whole, or from time period of thirty (30) days after the date on which the Firm Shares are initially offered to time in part, on or before the 45th day from the Effective Datepublic, 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 proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representatives in such manner as to avoid fractional shares. The Underwriters shall purchase all Selling Shareholder Shares before purchasing any Company Option Shares. The certificates in negotiable form for the Selling Shareholder Shares have been placed in custody (for delivery under this Agreement) under the Custody Agreement. Each Selling Shareholder agrees that the certificates for the Selling Shareholder Shares of such Selling Shareholder so held in custody are subject to the interests of the Underwriters hereunder, that the arrangements made by such Selling Shareholder for such custody, including the Power of Attorney is to that extent irrevocable and that the obligations of such Selling Shareholder hereunder shall not be terminated by the act of such Selling Shareholder or by operation of law, whether by the death or incapacity of such Selling Shareholder or the occurrence of any other event, except as specifically provided herein or in the Custody Agreement. If any Selling Shareholder should die or be incapacitated, or if any other such event should occur, before the delivery of the certificates for the Selling Shareholder Shares hereunder, the Selling Shareholder Shares to be sold by such Selling Shareholder 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. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-day funds, payable to the order of the Company with regard to the Company Option Shares being purchased, and to the order of either Attorney for the respective accounts of the Selling Shareholders with regard to the Selling Shareholder Shares (and the Company and the Selling Shareholders agree 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 and the Selling Shareholders). In the event of any breach of the foregoing, the Company and the Selling Shareholders 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 Test▇, ▇▇rw▇▇▇ & ▇hib▇▇▇▇▇, ▇▇P, 125 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ at such other place as may be agreed upon among the Representatives and the Company (i) on the “Over-Allotment Exercise Notice”)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. Each exercise date must 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 after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after prior to the date of payment and delivery and will be in such notice. On each daynames and denominations as you may request, if any, that the Option Shares are such request to be purchasedmade at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, each Underwriter agrees, severally and not jointly, to purchase the number delivery of the Option Shares (subject may be made by credit through full fast transfer to such adjustments to eliminate fractional shares the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters may determine) that bears the same proportion whose check or checks shall not have been received by you prior to the total number date of payment and delivery for the Option Shares to be purchased on by such additional closing 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 (“Additional Closing Date”hereof and as of the date of payment and delivery for such Option Shares) as to the number accuracy of Firm Shares 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 Schedule A hereto opposite the name of such Underwriter bears Section 6 hereof, and to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option condition that all proceedings taken at any time or prior to the Closing Date or any Additional Closing Date, as payment date in connection with the case may be, by giving written notice sale and transfer of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment for the Option Shares shall be madesatisfactory in form and substance to you and to Underwriters' Counsel, against delivery 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 Option Shares to be purchasedrepresentations, by wire transfer in immediately available funds to warranties or statements, the account(s) specified by performance of any of the covenants or agreements of the Company to and the Underwriters at least one (1) business day in advance Selling Shareholders or the satisfaction of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructconditions herein contained.

Option Shares. The (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 agrees to issue and sell grants to the Underwriters the Option Sharesseveral Underwriters, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering distribution and sale of the Firm SharesShares only, a nontransferable option to purchase up to an aggregate of three hundred thousand (300,000) Option Shares at the purchase price per share for the Firm Shares set forth in Section 3 hereof. The Such option may be exercised by the Representative on behalf of the several Underwriters may exercise on one (1) or more occasions in whole or in part during the Overperiod of forty-Allotment Option at any time in whole, or from time five (45) days after the date on which the Firm Shares are initially offered to time in part, on or before the 45th day from the Effective Datepublic, by giving written notice to the Company (Company. The number of Option Shares to be purchased by each Underwriter upon the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that option shall be the same proportion of the total number of Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, purchased by the several Underwriters pursuant to purchase the exercise of such option as the number of the Option Firm Shares purchased by such Underwriter (subject to such adjustments to eliminate fractional shares as the Underwriters may determineset forth in Schedule "A" attached hereto) that bears the same proportion 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 on such additional closing date (“Additional Closing Date”) as by the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears several Underwriters pursuant to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Overoption granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-Allotment Option at any time prior day funds, payable to the Closing Date or order of the Company (and the Company agrees not to deposit any Additional Closing Date, as such check in the case may be, by giving written notice bank on which it is drawn until the day following the date of such cancellation its delivery to the Company). The Over-Allotment Exercise Notice Such delivery and payment shall set forth: (i) take place at the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment for the Option Shares shall be made, against delivery offices of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriters at least one (1) business day in advance of such payment at the office of VCL Law LLP on any Additional Closing DateRepresentative, or at such other place as may be agreed upon between the Representative and the Company (i) on the same 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 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, 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 timedelivery and will be in such It is understood that you, individually, and not as the Representative of the several Underwriters, may (but shall not be designated 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 writing 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 Underwriters. Delivery 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 made through 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 facilities accuracy and completeness of DTCany of the representations, unless warranties or statements, the Underwriters shall otherwise instructperformance 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. The On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby agrees to issue and sell grants to the Underwriters the Option Shares, and the Underwriters shall have the Underwriter an option to purchase, severally and not jointly, in whole purchase all or in part, any portion of the Option Shares from at the Company (the “Over-Allotment Option”), in each case, at a same purchase price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and payable on as the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option Shares, for the purpose of use solely in covering any over-allotments made by the Underwriter in connection with the offering sale and distribution of the Firm Shares. The Underwriters option granted hereunder may exercise the Over-Allotment Option 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 whole, or from time to time in part, on or before writing) by the 45th day from the Effective Date, by giving written notice Underwriter to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as the number of Firm Shares set setting forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or any Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option Underwriter is being exercised; (ii) exercising the Over-Allotment Option Purchase Price; (iii) option, the names and denominations in which the certificates for the Option Shares are to be registered; registered and (iii) any Additional Closing Date. Payment for the Option Shares shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriters at least one (1) business day in advance of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other 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 designated in writing by earlier than the UnderwritersFirst Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. Delivery of the No Option Shares shall be made through the facilities of DTC, sold and delivered unless the Underwriters shall otherwise instructFirm Shares previously have been, or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company to you against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company, at the offices of ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptable at 9:00 a.m., Central time, on the Second Closing Date.

Option Shares. The Company hereby agrees to issue (a) On the basis of the representations, warranties and sell agreements herein contained, but subject to the Underwriters the Option Shares, terms and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in partconditions herein set forth, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal Selling Stockholders hereby grant to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option several Underwriters, for the purpose of covering over-allotments made in connection with the offering distribution and sale of the Firm SharesCompany Shares only, a nontransferable option to purchase up to an aggregate of [________] Option Shares at the purchase price per share for the Company Shares set forth in Section 3 hereof. The Such option may be exercised by the Representatives on behalf of the several Underwriters may exercise on one (1) or more occasions in whole or in part during the Over-Allotment Option at any time in whole, or from time period of thirty (30) days after the date on which the Company Shares are initially offered to time in part, on or before the 45th day from the Effective Datepublic, 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 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 Company Shares purchased by such Underwriter (set forth in SCHEDULE A hereto) bears to the “Overtotal number of Company Shares purchased by the several Underwriters (set forth in SCHEDULE A hereto), adjusted by the Representatives in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in same-Allotment Exercise Notice”day funds, payable to the order of the Custodian for the respective accounts of the Selling Stockholders (and the 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 Custodian). In the event of any breach of the foregoing, the Selling Stockholders 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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇, P.C., ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ 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. Each exercise date must 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 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 hereunder, the Option Shares to be sold by such 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 after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after prior to the date of payment and delivery and will be in such notice. On each daynames and denominations as you may request, if any, that the Option Shares are such request to be purchasedmade at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, each Underwriter agrees, severally and not jointly, to purchase the number delivery of the Option Shares (subject may be made by credit through full fast transfer to such adjustments to eliminate fractional shares the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters may determine) that bears the same proportion whose check or checks shall not have been received by you prior to the total number date of payment and delivery for the Option Shares to be purchased on by such additional closing 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 (“Additional Closing Date”hereof and as of the date of payment and delivery for such Option Shares) as to the number accuracy of Firm Shares 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 Schedule A hereto opposite the name of such Underwriter bears Section 6 hereof, and to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option condition that all proceedings taken at any time or prior to the Closing Date or any Additional Closing Date, as payment date in connection with the case may be, by giving written notice sale and transfer of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment for the Option Shares shall be madesatisfactory in form and substance to you and to Underwriters' Counsel, against delivery 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 Option Shares to be purchasedrepresentations, by wire transfer in immediately available funds to warranties or statements, the account(s) specified by performance of any of the covenants or agreements of the Company to and the Underwriters at least one (1) business day in advance Selling Stockholders or the satisfaction of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructconditions herein contained.

Option Shares. The (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 agrees to issue and sell grants to the Underwriters the Option Sharesseveral Underwriters, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering distribution and sale of the Firm SharesShares only, a nontransferable option to purchase up to an aggregate of 450,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 4 hereof (the "Option"). The Option may be exercised by the Representatives on behalf of the several Underwriters may exercise on one (1) or more occasions in whole or in part during the Overperiod of forty-Allotment Option at any time in whole, or from time five (45) days after the date on which the Firm Shares are initially offered to time in part, on or before the 45th day from the Effective Date, public by giving written notice Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the Option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in same day funds, payable to the order of the Company or 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 Nutt▇▇, ▇▇Cl▇▇▇▇▇ &▇▇sh, LLP, One ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ at such other place as may be agreed upon between the Representatives and the Company (i) on the “Over-Allotment Exercise Notice”)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 Option, if such notice is received by the Company after the date two (2) full business days prior to the Closing Date. Each exercise date must 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 one (1) full business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after prior to the date of payment and delivery and will be in such notice. On each daynames and denominations as you may request, if any, that the Option Shares are such request to be purchasedmade at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, each Underwriter agrees, severally and not jointly, to purchase the number delivery of the Option Shares (subject may be made by credit through full fast transfer to such adjustments to eliminate fractional shares the accounts at The Depository Trust 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 may determine) that bears the same proportion whose check or checks shall not have been received by you prior to the total number date of payment and delivery for the Option Shares to be purchased on by such additional closing 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 (“Additional Closing Date”hereof and as of the date of payment and delivery for such Option Shares) as to the number accuracy of Firm Shares 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 Schedule A hereto opposite the name of such Underwriter bears Section 7 hereof, and to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option condition that all proceedings taken at any time or prior to the Closing Date or any Additional Closing Date, as payment date in connection with the case may be, by giving written notice sale and transfer of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment for the Option Shares shall be madesatisfactory in form and substance to you and to Underwriters' Counsel, against delivery and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the accuracy and 26 completeness of any of the Option Shares to be purchasedrepresentations, by wire transfer in immediately available funds to warranties or statements, the account(s) specified by performance of any of the covenants or agreements of the Company to or the Underwriters at least one (1) business day in advance satisfaction of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructconditions herein contained.

Option Shares. The Company hereby agrees to issue and sell to the Underwriters the Option Shares, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters Representative may exercise the Over-Allotment Option on behalf of the Underwriters at any time in whole, or from time to time in part, on or before the 45th forty-fifth (45th) day from after the Effective Closing Date, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day Business Day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days Business Days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters Representative may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such additional closing date (“Additional Closing Date”Date (as defined below) as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Underwriters Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or any the applicable Additional Closing DateDate (as defined below), as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iiiiv) any the applicable Additional Closing Date. Payment for the Option Shares (the “Option Shares Payment”) shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriters Representative at least one (1) business day Business Day in advance of such payment at the office of VCL Law LLP on any Additional Closing DateLLP, or at such other place on the same or such other date and time, as shall be designated in writing by the UnderwritersRepresentative (an “Additional Closing Date”). Delivery of the Option Shares shall also be made through the facilities of the DTC, unless the Underwriters Representative shall otherwise instruct.

Option Shares. The Company hereby agrees to issue (a) On the basis of the representations, warranties and sell agreements herein contained, but subject to the Underwriters terms and conditions herein set forth, certain Selling Shareholders hereby grant to the Option Shares, and the Underwriters shall have the option to purchaseseveral Underwriters, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering distribution and sale of the Firm SharesShares only, a nontransferable option to purchase up to an aggregate of 660,000 Option Shares as set forth on Schedule B hereto at the purchase price per share for the Firm Shares set forth in Section 3 hereof. The Such option may be exercised by the Representatives on behalf of the several Underwriters may exercise on one (1) or more occasions in whole or in part during the Over-Allotment Option at any time in whole, or from time period of thirty (30) days after the date on which the Firm Shares are initially offered to time in part, on or before the 45th day from the Effective Datepublic, by giving written notice to the Company Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall be the same proportion of the total number of Option Shares to be purchased by the several Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such Underwriter (set forth in Schedule A hereto) bears to the “Overtotal number of Firm Shares purchased by the several Underwriters (set forth in Schedule A hereto), adjusted by the Representatives in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased by the several Underwriters pursuant to the exercise of the option granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by wire transfer of same-Allotment Exercise Notice”)day funds, payable to the order of the Selling Shareholders. Each Such delivery and payment shall take place at the offices of Long Aldr▇▇▇▇ & ▇orm▇▇ ▇▇▇, 303 ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ at such other place as may be agreed upon among the Representatives and the Selling Shareholders (i) on the Closing Date, if written notice of the exercise of such option is received by the Selling Shareholders at least two (2) full business days prior to the Closing Date, or (ii) on a date must which shall not be later than the third (3rd) full business day following the date the Selling Shareholders receives written notice of the exercise of such option, if such notice is received by the Selling Shareholders less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after prior to the date of payment and delivery and will be in such notice. On each daynames and denominations as you may request, if any, that the Option Shares are such request to be purchasedmade at least two (2) full business days prior to such date of payment and delivery. If the Representatives so elect, each Underwriter agrees, severally and not jointly, to purchase the number delivery of the Option Shares (subject may be made by credit through full fast transfer to such adjustments to eliminate fractional shares the accounts at The Depository Trust Company designated by the Representatives. It is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters may determine) that bears the same proportion whose check or checks shall not have been received by you prior to the total number date of payment and delivery for the Option Shares to be purchased on by such additional closing 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 (“Additional Closing Date”hereof and as of the date of payment and delivery for such Option Shares) as to the number accuracy of Firm Shares 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 Schedule A hereto opposite the name of such Underwriter bears Section 6 hereof, and to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option condition that all proceedings taken at any time or prior to the Closing Date or any Additional Closing Date, as payment date in connection with the case may be, by giving written notice sale and transfer of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment for the Option Shares shall be madereasonably satisfactory in form and substance to you and to Underwriters' Counsel, against delivery 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 Option Shares to be purchasedrepresentations, by wire transfer in immediately available funds to warranties or statements, the account(s) specified by performance of any of the covenants or agreements of the Company to and the Underwriters at least one (1) business day in advance Selling Shareholders or the satisfaction of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructconditions herein contained.

Option Shares. The On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby agrees to issue and sell grants to the Underwriters the Option Sharesseveral Underwriters, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-over- allotments made in connection with the offering distribution and sale of the Firm SharesShares only, a nontransferable option to purchase up to an aggregate of 360,000 Option Shares at the purchase price per share for the Firm Shares set forth in Section 3 hereof. The Such option may be exercised by the Representatives on behalf of the several Underwriters may exercise on one (1) or more occasions in whole or in part during the Over-Allotment Option at any time in whole, or from time period of thirty (30) days after the date on which the Firm Shares are initially offered to time in part, on or before the 45th day from the Effective Datepublic, by giving written notice to the Company (Company. The number of Option Shares to be purchased by each Underwriter upon the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that option shall be the same proportion of the total number of Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, purchased by the several Underwriters pursuant to purchase the exercise of such option as the number of the Option Firm Shares purchased by such Underwriter (subject to such adjustments to eliminate fractional shares as the Underwriters may determineset forth in Schedule A ---------- hereto) that bears the same proportion 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 on such additional closing date (“Additional Closing Date”) as by the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears several Underwriters pursuant to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Overoption granted by this Section 7 shall be made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in next-Allotment Option day funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company). In the event of any breach of the foregoing, the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at any time the offices of Brown, Rudnick, Freed & Gesmer, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ 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 any Additional Closing Date, as or (ii) on a date which shall not be later than the case may be, by giving third (3rd) full business day following the date the Company receives written notice of the exercise of such cancellation option, if such notice is received by the Company less than two (2) full business days prior to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment The certificates for the Option Shares shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately so delivered will be made available funds to the account(s) specified by the Company to the Underwriters at least one (1) business day in advance of such payment at the office of VCL Law LLP on any Additional Closing Date, or you at such other place on the same office or such other date and timelocation including, as shall be designated without limitation, in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instruct.▇▇▇

Option Shares. The Company hereby agrees to issue On the basis of the representations, warranties and sell agreements herein contained, but subject to the Underwriters terms and conditions herein set forth, the Company, with respect to 500,000 Option Shares, and hereby grants to the several Underwriters shall have the an option to purchase, severally and not jointly, in whole purchase all or in part, any portion of the Option Shares from at the Company (the “Over-Allotment Option”), in each case, at a same purchase price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of as the Firm Shares. The Underwriters option granted hereunder may exercise the Over-Allotment Option be exercised in whole or in part at any time in whole, or and from time to time within 30 days after the effective date of this Agreement upon notice (confirmed in part, on or before writing) by the 45th day from the Effective Date, by giving written notice Representatives to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such additional closing date (“Additional Closing Date”) as the number of Firm Shares set setting forth in Schedule A hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Underwriters may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or any Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) several Underwriters are exercising the Over-Allotment Option Purchase Price; (iii) option and the names date and denominations in which time, as determined by you, when the Option Shares are to be registered; delivered, such time and (iii) any Additional 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 or later than the tenth business day after the date on which the option shall have been exercised. Payment for 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 madesold and delivered unless the Firm Shares previously have been, against delivery or simultaneously are, sold and delivered. The Option Shares will be delivered by the Company, as appropriate, to you for the accounts of the Option Shares to be purchased, several Underwriters against payment of the purchase price therefor by wire transfer in immediately available of same day funds payable to the account(s) specified by order of the Company to the Underwriters at least one (1) business day in advance of such payment Company, as appropriate, at the office offices of VCL Law LLP on any Additional Closing Date▇▇▇▇▇ ▇▇▇▇▇▇▇ & Co., or at such other place on the same U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other date and location as may be mutually acceptable at 9:00 a.m., Central time, as shall be designated in writing by on the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructSecond Closing Date.

Option Shares. The In addition, upon the basis of the warranties and representations and other terms and conditions herein set forth, the Company hereby agrees to issue and sell grants an option to the Underwriters the Option Shares, and the Underwriters shall have the option to purchaseUnderwriters, severally and not jointly, to purchase from the Company that number of Option Shares up to the maximum number of Option Shares of Common Stock at the purchase price per share set forth in paragraph (a) above plus any additional number of Option Shares which such Underwriter may become obligated to purchase pursuant to the provisions of Section 8 hereof. The option hereby granted will expire 30 days after the date hereof and may be exercised in whole or in part, the Option Shares part from the Company (the “Over-Allotment Option”), in each case, at a price per share equal time to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may time only exercise the Over-Allotment Option for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares. The Underwriters may exercise Initial Shares upon notice by the Over-Allotment Option at any time in whole, or from time to time in part, on or before the 45th day from the Effective Date, by giving written notice Representatives to the Company setting forth the number of Option Shares as to which the several Underwriters are then exercising the option and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (a "Date of Delivery") shall be determined by the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may Representatives, but shall not be earlier than the Closing Date nor later than ten (10) seven full business days after the date exercise of such noticesaid option, nor in any event prior to the Closing Time, as hereinafter defined. On each day, if any, that If the option is exercised as to all or any portion of the Option Shares are to be purchasedShares, each Underwriter agreesof the Underwriters, acting severally and not jointly, to will purchase the number that proportion of the Option Shares (subject to such adjustments to eliminate fractional shares as the Underwriters may determine) that bears the same proportion to the total number of the Option Shares to be then being purchased on such additional closing date (“Additional Closing Date”) as which the number of Firm Initial Shares set forth in Schedule A hereto I opposite the name of such Underwriter bears to the total number of Initial Shares, subject in each case to such adjustments as the Firm SharesRepresentatives in their discretion shall make to eliminate any sales or purchases of fractional shares. The Underwriters may cancel any exercise of from time to time increase or decrease the Over-Allotment Option at any time prior public offering price after the initial public offering to the Closing Date or any Additional Closing Date, such extent as the case Underwriters may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (ii) the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment for the Option Shares shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriters at least one (1) business day in advance of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructdetermine.

Option Shares. The In addition, on the basis of the representations, warranties and agreements herein contained and subject to the terms and conditions herein set forth, the Company hereby grants a one-time option to the Underwriters topurchase up to an additional 1,950,000 Option Shares at the price per Share set forth in Schedule A hereto. In the event and to the extent that the Underwriters shall exercise the election to purchase Option Shares as provided above, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters the Option Shares, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase 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 (the “Over-Allotment Option Purchase Price”). The Company and the Underwriters agree that the Underwriters may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. The Underwriters may exercise the Over-Allotment Option at any time in whole, or from time to time in part, on or before the 45th day from the Effective Date, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least one (1) business day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase from the Company, at the price per Share set forth in the paragraph above, that number of the Option Shares (subject to such adjustments be adjusted by you so as to eliminate fractional shares as the Underwriters may determineshares) that bears the same proportion to the total number of the Option Shares as to be purchased on which such additional closing date (“Additional Closing Date”) election shall have been exercised as the number of Firm Shares set forth in Schedule A hereto opposite the name of such Underwriter bears to the total aggregate number of the Firm Shares. The Underwriters option hereby granted will expire 30 days after the date hereof and may cancel any exercise be exercised solely for the purpose of covering over- allotments which may be made in connection with the offering and distribution of the Over-Allotment Option at any time prior Firm Shares upon written, including by email, notice by the Representative to the Closing Date or any Additional Closing Date, as Company setting forth the case may be, by giving written notice of such cancellation to the Company. The Over-Allotment Exercise Notice shall set forth: (i) the aggregate number of Option Shares as to which the Over-Allotment Underwriters are then exercising the option and the time and date of payment and delivery for such Option is being exercised; Shares. Such time and date of delivery (iithe "Date of Delivery") the Over-Allotment Option Purchase Price; (iii) the names and denominations in which the Option Shares are to be registered; and (iii) any Additional Closing Date. Payment for the Option Shares shall be madedetermined by the Representative, against delivery but shall not be later than seven full business days after the exercise of said option, nor in any event prior to the Closing Time, as hereinafter defined, unless otherwise agreed upon by the Representative and the Company. If the option is exercised as to all or any portion of the Option Shares to be purchasedShares, by wire transfer in immediately available funds to the account(s) specified by the Company to the Underwriters at least one (1) business day in advance will purchase the entire aggregate principal amount of such payment at the office of VCL Law LLP on any Additional Closing Date, or at such other place on the same or such other date and time, as shall be designated in writing by the Underwriters. Delivery of the Option Shares shall be made through the facilities of DTC, unless the Underwriters shall otherwise instructthen being purchased.