Common use of Option Shares Clause in Contracts

Option Shares. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants to the Underwriters an option (the “Over-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 the offering, from the Company. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus 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 Closing Date for the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “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 the Option Shares specified in such notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares then being purchased. (c) The Firm Shares will be delivered by the Company to the Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company’s offices, or such 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 Exchange Act, after 4:30 p.m. Eastern Time, the third) full business day following the date hereof, or at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Act. If the Underwriter so elects, 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 a payment on the Underwritten Shares.

Option Shares. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Firm Sharesrepresentations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters Underwriter an option (the “Over-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 the offering, from the Company. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus 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 Closing Date for the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “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 at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriter in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Underwriter to the terms and conditions set Company setting forth herein, (i) the Company shall become obligated aggregate number of Option Shares as to sell to which the Underwriter is exercising the number of option, the names and denominations in which the certificates for the Option Shares specified in such notice are to be registered and (ii) the Underwriter shall purchase that portion of the total number of date and time, as determined by you, when the Option Shares then are to be delivered, such time and date being purchased. (c) 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. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Firm Option Shares will be delivered by the Company to the Underwriter you against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company’s officesCompany at the offices of Xxxxx-Xxxxxx Capital Group LLC, 000 Xxxxx 0xx Xxxxxx, Xxxxx 000, Xxxxxxxxxxx, Xxxxxxxxx, or such other location as may be mutually acceptableacceptable at 9:00 a.m., at 6:00 a.m. Pacific TimeCentral time, on the second (or if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern Time, the third) full business day following the date hereof, or at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Act. If the Underwriter so elects, 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 a payment on the Underwritten SharesSecond Closing Date.

Option Shares. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Firm Sharesrepresentations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option (the “Over-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 the offering, from the Company. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus 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 Closing Date for the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “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 at the same purchase price as the Firm Shares for use solely in covering any over allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representative to the terms and conditions set Company setting forth herein, (i) the Company shall become obligated to sell to the Underwriter the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares specified in such notice are to be registered and (ii) the Underwriter shall purchase that portion of date and time, as determined by the total number of Representative, when the Option Shares then are to be delivered, such time and date being purchased. (c) 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. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Firm Option Shares will be delivered by the Company to the Underwriter account of the Representative for the respective 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’s offices, as appropriate, at the offices of CRT Capital Group LLC, 000 Xxxxxx Xxxxx, Xxxxxxxx, XX 00000, or such other location as may be mutually acceptableacceptable at 9:00 a.m., at 6:00 a.m. Pacific TimeCentral time, on the second (or if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern Time, the third) full business day following the date hereof, or at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Act. If the Underwriter so elects, 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 a payment on the Underwritten SharesSecond Closing Date.

Option Shares. (a) For On the purposes basis of covering any over-allotments the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, in connection with the distribution event and sale to the extent that the Underwriters shall exercise the election to purchase Option Shares as provided below, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company at the same purchase price per Share as the Firm Shares, that portion of the number of Option Shares as to which such election shall have been exercised (to be adjusted by the Underwriters so as to eliminate fractional shares) determined by multiplying such number of Option Shares by a fraction, the numerator of which is the maximum number of Option Shares which such Underwriter is entitled to purchase as set forth opposite the name of such Underwriter 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 Underwriters an option (the “Over-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 the offering, from the Company. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus 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 Closing Date for the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “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 at the same purchase price as the Firm Shares for use solely in covering any over allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representatives to the terms and conditions set Company setting forth herein, (i) the Company shall become obligated to sell to the Underwriter the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares specified in such notice are to be registered and (ii) the Underwriter shall purchase that portion of date and time, as determined by the total number of Representatives, when the Option Shares then are to be delivered, such time and date being purchased. (c) 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. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Firm Option Shares will be delivered by the Company to the Underwriter account of the Representatives for the respective 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’s offices, as appropriate, at the offices of Noble Financial Capital Markets, 000 Xxxxxx Xxxx, Xxxxx #000, Xxxx Xxxxx, XX 00000, or such other location as may be mutually acceptableacceptable at 9:00 a.m., at 6:00 a.m. Pacific TimeEastern time, on the second (or if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern Time, the third) full business day following the date hereof, or at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Act. If the Underwriter so elects, 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 a payment on the Underwritten SharesSecond Closing Date.

Option Shares. (a) For On the purposes basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Stockholder that is identified in Schedule B hereto, severally and not jointly, hereby grant to the several Underwriters, for the purpose of covering any over-allotments in connection with the 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 Company hereby grants to the Underwriters an option (the “Over-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 purchase price per share for the Firm Shares sold set forth in the offering, from the CompanySection 3 hereof. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. (b) The Over-allotment Option granted pursuant to Section 3.2(a) hereof Such option may be exercised by the Underwriter as to all Representatives on behalf of the several Underwriters on one (at any time1) or any more occasions in whole or in part during the period of thirty (from time to time) of the Option Shares within forty-five (4530) days after the Closing Date for date on which the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior are initially offered to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised public, by the giving of written notice to the Company from and such Selling Stockholder. Any exercise of the Underwriteroption granted to the Underwriters pursuant to this Section 7 shall first be applied to the Option Shares offered by the Selling Stockholder, setting forth 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 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 and the date and time for delivery of and payment for the Option Shares (the “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 several Underwriters pursuant to 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 option granted by this Section 7 shall become obligated to sell to the Underwriter the number of the Option Shares specified in such notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares then being purchased. (c) The Firm Shares will be delivered by the Company to the Underwriter made against payment of the purchase price therefor by the several Underwriters by certified or official bank check or checks drawn in same-day funds or by wire transfer of same in same-day funds funds, payable to the order of the Company (to the extent that the Option Shares are sold by the Company’s offices) and the Custodian (to the extent that the Option Shares are sold by the Selling Stockholder) for the account of the Selling Stockholder. Such delivery and payment shall take place at the offices of Xxxxx Xxxxxxx Rain Xxxxxxx, 0000 Xxxx Xxxxxx, Suite 2200, Dallas, Texas, or at such other location place as may be mutually acceptableagreed upon among the Representatives, at 6:00 a.m. Pacific Time, the Selling Stockholder and the Company (i) on the second 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 if (ii) on a date which shall not be later than the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern Time, the thirdthird (3rd) full business day following the date hereofthe 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 time location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date as the Underwriter of payment and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Actdelivery. If the Underwriter Representatives so electselect, delivery of the Option Shares may be made by credit through full fast transfer to the account accounts at The Depository Trust Company designated by the UnderwriterRepresentatives. For Dutch law purposesIt is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose funds shall not have been received by you prior to the date of payment and delivery for the Underwritten 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 deemed subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Stockholder herein, to the accuracy of the statements of the Company, the Selling Stockholder and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholder of their respective obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be a payment on satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the Underwritten Sharesaccuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Stockholder or the satisfaction of any of the conditions herein contained.

Option Shares. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Firm Sharesrepresentations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregateseverally and not jointly, 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 the offering, from the Company. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus 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 Closing Date for the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “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 at the terms same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and conditions set forth herein, (i) distribution of the Company shall become obligated to sell to the Underwriter the Firm Shares. The number of the Option Shares specified in such notice and (ii) the to be purchased by each Underwriter shall purchase that portion be the same percentage (adjusted by the Representative to eliminate fractions) of the total number of Option Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the date of this 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, the names and denominations in which the certificates for the Option Shares then are to be registered and the date and time, as determined by the Representative, when the Option Shares are to be delivered, such time and date being purchased. (c) The 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. No Option Shares shall be sold and delivered unless the Firm Shares will previously have been, 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 Underwriter 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 the Underwriters duly paid, against payment by the Underwriters of the purchase price therefor by wire transfer of same day Federal (same-day) funds payable to the order of account specified by the Company’s offices, or such other location as may be mutually acceptable, Company to the Representative at 6:00 a.m. Pacific Time, on the second (or if the Firm Shares are priced, as contemplated by Rule 15c6least forty-1(c) under the Exchange Act, after 4:30 p.m. Eastern Time, the third) full business day following the date hereof, or at such other eight hours in advance. The time and date as the Underwriter of such delivery and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Act. If the Underwriter so elects, delivery of the Option Shares may payment shall 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 a payment 9:00 a.m. New York City time on the Underwritten SharesSecond Closing Date.

Option Shares. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Firm Sharesrepresentations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, hereby grants to the several Underwriters an option (the “Over-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 the offering, from the Company. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus 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 Closing Date for the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “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 at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representative to the terms and conditions set Company setting forth herein, (i) the Company shall become obligated to sell to the Underwriter the aggregate number of Option Shares as to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares specified in are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such notice time and (ii) 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 purchase that portion be the same percentage of the total number of the Option Shares then being purchased. (c) 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 Firm Option Shares will be delivered by the Company Custodian and the Company, as appropriate, to you for the Underwriter accounts of the several Underwriters against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Custodian or the Company’s offices, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptableacceptable at 9:00 a.m., at 6:00 a.m. Pacific TimeCentral time, on the second (or if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern Time, the third) full business day following the date hereof, or at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Act. If the Underwriter so elects, 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 a payment on the Underwritten SharesSecond Closing Date.

Option Shares. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, up to three hundred two hundred, twenty five thousand (300,000225,000) additional shares of the Common Stock (the “Option Shares”), representing fifteen percent (15%) of the Firm Shares sold in the offering, from the Company. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus 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 Closing Date for the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “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 the Option Shares specified in such notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares then being purchased. (c) The Firm Shares will be delivered by the Company to the Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company’s offices, or such 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 Exchange Act, after 4:30 p.m. Eastern Time, the third) full business day following the date hereof, or at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Act. If the Underwriter so elects, 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 a payment on the Underwritten Shares.

Option Shares. (a) For In addition, on the purposes of covering any over-allotments in connection with the distribution and sale basis of the Firm Shares, the Company hereby grants to the Underwriters an option (the “Over-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 the offering, from the Company. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company representations and shall have the rights warranties contained herein 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 Closing Date for the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “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 hereby grants an option to the Underwriter Underwriters, 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 Option Shares to be purchased and the time and date of payment and delivery for such Option Shares. Any such time and date of delivery (the “Date 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 specified in such notice Shares, each of the Underwriters, acting severally and (ii) the Underwriter shall not jointly, will purchase that portion proportion of the total number of the Option Shares then being purchased. (c) The purchased which the number of Firm Shares will be delivered by set forth in Schedule A opposite the Company name of such Underwriter bears to the total number of Firm Shares, subject in each case to such adjustments as the Representatives in their discretion shall make to eliminate any sales or purchases of a fractional number of Option Shares plus any additional number of Option Shares which such Underwriter against payment of the may become obligated to purchase price therefor by wire transfer of same day funds payable pursuant to the order provisions of the Company’s offices, or such 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 Exchange Act, after 4:30 p.m. Eastern Time, the third) full business day following the date Section 10 hereof, or at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Act. If the Underwriter so elects, 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 a payment on the Underwritten Shares.

Option Shares. (a) For the purposes Delivery of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants to the Underwriters an option (the “Over-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 the offering, from the Company. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus 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 Closing Date definitive certificates for the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “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 several Underwriters pursuant to 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 option granted by this Section 7 shall become obligated to sell to the Underwriter the number of the Option Shares specified in such notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares then being purchased. (c) The Firm Shares will be delivered by the Company to the Underwriter made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company’s offices). In the event of any breach of the foregoing, or 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 Testx, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx xx at such other location place as may be mutually acceptable, at 6:00 a.m. Pacific Time, agreed upon among the Representatives and the Company (i) on the second 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 if (ii) on a date which shall not be later than the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern Time, the thirdthird (3rd) full business day following the date hereofthe Company receives written notice of the exercise of such option, or 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 time location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date as the Underwriter of payment and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Actdelivery. If the Underwriter Representatives so electselect, delivery of the Option Shares may be made by credit through full fast transfer to the account accounts at The Depository Trust Company designated by the UnderwriterRepresentatives. For Dutch law purposesIt is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Underwritten Option Shares will be deemed to be a purchased by such Underwriter or Underwriters. Any such payment on the Underwritten Sharesby you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder.

Option Shares. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm SharesSecurities, the Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, purchase up to three hundred thousand an additional _______ Ordinary Shares represented by ADSs (300,000) additional shares of the Common Stock (the “Option Shares”) and up to an additional _______ Warrants (“Option Warrants”), representing fifteen percent (15%) of the Firm Shares Securities sold in the offeringoffering (the Option Shares and the Option Warrants together being as the “Option Securities”), from the Company (the “Over-allotment Option”). The Option Securities shall be identical in all respects to the Firm Securities. The Option Securities shall be purchased for the account of each of the several Underwriters in the same proportion as the number of Firm Securities, set forth opposite such Underwriter’s name on Schedule 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 Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Securities, or any portion thereof, may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Purchase Price and the Purchase price to be paid per Option Shares Warrant shall be issued directly by the Company and shall have the rights and privileges described in the Registration StatementWarrant Purchase Price, 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 Closing Date for the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “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 each as set forth in Section 1.1.1 hereof. The Firm Securities and the notice. Upon exercise Option Securities are hereinafter collectively referred to as the “Public Securities.” The offering and sale of the Over-allotment Option with respect Public Securities is hereinafter referred 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 the Option Shares specified in such notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares then being purchased. (c) The Firm Shares will be delivered by the Company to the Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company’s offices, or such 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 Exchange Act, after 4:30 p.m. Eastern Time, the third) full business day following the date hereof, or at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Act. If the Underwriter so elects, 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 a payment on the Underwritten Shares“Offering.”

Option Shares. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Firm Sharesrepresentations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters Underwriter an option (the “Over-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 the offering, from the Company. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus 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 Closing Date for the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “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 at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriter in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the date of this Agreement upon notice (confirmed in writing) by the Underwriter to the terms Company setting forth the aggregate number of Option Shares as to which the Underwriter is exercising the option, the names and conditions set forth hereindenominations in which the certificates for the Option Shares are to be registered and the date and time, (i) 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. No Option Shares shall be 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 shall become obligated to sell to you, through the Underwriter facilities of DTC, for your account, with any transfer taxes payable in connection with the number transfer of the Option Shares specified in such notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares then being purchased. (c) The Firm Shares will be delivered by the Company to the Underwriter you duly paid, against payment by you of the purchase price therefor by wire transfer of same day Federal (same-day) funds payable to the order of account specified by the Company’s offices, or such other location as may be mutually acceptable, Company to you at 6:00 a.m. Pacific Time, on the second (or if the Firm Shares are priced, as contemplated by Rule 15c6least forty-1(c) under the Exchange Act, after 4:30 p.m. Eastern Time, the third) full business day following the date hereof, or at such other eight hours in advance. The time and date as the Underwriter of such delivery and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Act. If the Underwriter so elects, delivery of the Option Shares may payment shall 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 a payment 9:00 a.m. New York City time on the Underwritten SharesSecond Closing Date.

Option Shares. (ai) For In addition, subject to the purposes terms and conditions of covering any over-allotments in connection with this Agreement, and on the distribution and sale basis of the Firm Sharesrepresentations, warranties and agreements herein contained, the Company and the Selling Stockholders hereby grants grant to the Underwriters an option (the “"Over-allotment Allotment Option”") to purchasepurchase 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 aggregate, up to three hundred thousand (300,000) additional shares same proportion as the number of the Common Stock (the “Option Shares”), representing fifteen percent (15%) of the Firm Shares sold in the offering, from the Company. The purchase price to be paid per Option Share shall be equal purchased by it bore to the Per Share Price. The Option Shares shall be issued directly by total number of Firm Shares, unless the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package Selling Stockholders and the Prospectus referred to belowother Underwriters shall otherwise agree. (bii) The Over-allotment Allotment Option granted pursuant to Section 3.2(a) hereof may be exercised by the Underwriter as to all (at any time) Underwriters, in whole or any part (from time to time) of the Option Shares in part, within forty-five (45) 30 days after the Closing Date Effective Date, upon notice by you to the Company and the Selling Stockholders advising them of the number of Option Shares as to which the Over-Allotment Option is being exercised, the names and denominations in which the certificates for the Firm SharesShares comprising such Option Shares are to be registered, and the time and date when such certificates are to be delivered. The Underwriter Such time and date shall be determined by you but shall not be under any obligation to purchase any of the Option Shares prior to the less than four nor more than five banking days after exercise of the Over-allotment Allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice , nor in any event prior to the Company from First Closing Date (such time and date being herein called the Underwriter, setting forth the number "Option Closing Date"). Delivery of the Option Shares to against payment therefor shall take place at the Representative's Offices. Time shall be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”), which shall not be later than five (5) full Business Days after the date of the notice or such other essence and delivery at the time as shall and place specified in this Section 2(c)(ii) is a further condition to the obligations of the Underwriters hereunder. (iii) The Over-Allotment Option may be agreed upon exercised only to cover over- allotments in the sale by the Company and the Underwriter, at the offices Underwriters 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 . (iv) If Over-allotment Allotment Option with respect to all or any portion is exercised, 50% of the Option Shares subject to shall be delivered and sold by the terms Company, and conditions 50% shall be delivered and sold by the Selling Stockholders in the proportions set forth herein, (i) the Company shall become obligated to sell to the Underwriter the number of the Option Shares specified in such notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares then being purchasedSchedule II. (c) The Firm Shares will be delivered by the Company to the Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company’s offices, or such 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 Exchange Act, after 4:30 p.m. Eastern Time, the third) full business day following the date hereof, or at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Act. If the Underwriter so elects, 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 a payment on the Underwritten Shares.

Option Shares. (a) For Upon written notice from the purposes Underwriter given to the Company not later than February 27, 2002, the Underwriter may purchase all or less than all of covering 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 over-allotments portion thereof may be surrendered and terminated at any time upon notice by the Underwriter to the Company. The date of delivery of, and payment for, the Option Shares 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 connection with the distribution and sale of same manner as provided in Section 3 hereof for the Firm Shares, except as the Underwriter and the Company hereby grants may otherwise agree. The Company understands that the Underwriter intends to deposit the Underwriters an option (Option Shares with the “Over-allotment Option”) to purchase, trustee of the Trust in exchange for units 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 the offering, from the Company. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to belowTrust. (b) The Over-allotment Option granted pursuant conditions to the Underwriter's obligations set forth in Section 3.2(a) hereof may 5 shall be exercised by deemed to be conditions to the Underwriter as Underwriter's obligation to all (at any time) or any part (from time to time) of the Option Shares within forty-five (45) days after the Closing Date purchase and pay for the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth the number of and the Option Shares to be purchased on the Closing Date and references to the date "Shares" in Section 5 hereof shall be deemed to be references to the Firm Shares and time for delivery of and payment for the Option Shares (to be purchased on the “Option Closing Date”), which shall not be later than five (5) full Business Days . A termination of this Agreement as to the Option Shares after the date of Closing Date will not terminate this Agreement as to the notice or such other time as shall be agreed upon by Firm Shares. If the Company foregoing correctly sets forth the understanding among the Company, the Operating Partnership and the Underwriter, at please so indicate in the offices of space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Underwriter’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by Company, the Company Operating Partnership and the Underwriter. If such delivery and payment for the Option Shares does not occur on the Closing Date for the Firm SharesVery truly yours, the Option Closing Date will be HOME PROPERTIES OF NEW YORK, INC. By:/s/David P. Gardner -------------------------------- Name: David P. Gardner Title: XXX xxx XXX HOME PROPERTIES OF NEW YORK, L.P. By: Home Properties of New York, Inc., its general partner By: /s/David P. Gardner -------------------------------- Name: David P. Gardner Title: XXX xxx XXX ACCEPTED as set forth in the notice. Upon exercise of the Overdate first above written: SALOMON SMITH BARNEY INC. By: /s/Jeffrey Horowitz ---------------------------------------- Name: Xxxxxxx Xxxxxitz 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-allotment Option voting shares (95% of total shares)/Nelson and Norman Leenhouts oxx xxx voting xxxxxx (0% xx total shares) Home Properties Resident Services, Inc. Maryland Corp. OP owns the non-voting shares (99% of total shares)/Nelson Leenhouts and Norman Lxxxxxxxx xxx xxx votixx xxxxxx (0% xx total shares) NOTE: The operations of Home Properties Management, Inc. and Home Properties Resident Services, Inc. are not consolidated 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 the Option Shares specified in such notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares then being purchased. (c) The Firm Shares will be delivered by the Company to the Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable to the order those of the Company’s offices, or such 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 Exchange Act, after 4:30 p.m. Eastern Time, the third) full business day following the date hereof, or at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Act. If the Underwriter so elects, 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 a payment on the Underwritten Shares.

Option Shares. (a) For In addition, on the purposes basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants an option to the Underwriters, acting severally and not jointly, to purchase from the Company all or any part of the Option Shares, for the purpose of covering any over-allotments in connection with the distribution and sale of the Firm SharesShares as contemplated by the Prospectus. The Underwriters may exercise the option to purchase the Option Shares at any time in whole, or from time to time in part, by written notice from the Company hereby grants Representatives to the Underwriters an option (the “Over-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 the offering, from the Company. The purchase price to be paid per Option Share Such notice shall be equal to set forth the Per Share Price. The aggregate number of Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus 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 which the Option Shares within forty-five (45) days after the Closing Date for the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be option is being exercised by the giving of written notice to the Company from the Underwriter, setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for when the Option Shares are to be delivered and paid for (the “Option Closing Date”), which may be the same date and time as the Closing Date (as defined below), but shall not be earlier than the Closing Date, and shall in no event be earlier than two (2) business days nor later than five (5) full Business Days business days after written notice is given. The Option Closing Date and the date of Closing Date are herein called the notice or such other time as “Closing Dates.” The price to be paid per Option Share shall be agreed upon the Purchase Price. The Company agrees to sell to the Underwriters the number of Option Shares specified in the written notice delivered by the Representatives to the Company and the UnderwriterUnderwriters agree, at the offices of the Underwriter’s Counsel or at severally and not jointly, to purchase such other place (including remotely by facsimile or other electronic transmission) as Option Shares. Such Option Shares shall be agreed upon by purchased from 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 account of each Underwriter 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 same proportion as the number of the Option Firm Shares specified in set forth opposite such notice and (ii) the Underwriter shall purchase that portion of Underwriter’s name on Schedule A bears to the total number of Firm Shares (subject to adjustment by the Representatives to eliminate fractions). The right to purchase the Option Shares then being purchased. (c) The Firm Shares will or any portion thereof may be delivered surrendered and terminated at any time upon notice by the Company Representatives to the Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company’s offices, or such 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 Exchange Act, after 4:30 p.m. Eastern Time, the third) full business day following the date hereof, or at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Act. If the Underwriter so elects, 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 a payment on the Underwritten Shares.

Option Shares. (a) For On the purposes basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company and the Option Selling Stockholders hereby grant, severally and not jointly, to the several Underwriters, for the purpose of covering any over-allotments in connection with the distribution and sale of the Firm SharesShares only, the Company hereby grants to the Underwriters an a non-transferable option (the “Over-allotment Option”) to purchase, in at the aggregate, up to three hundred thousand (300,000) additional shares of price per Share for the Common Stock (Company Shares and the “Option Shares”), representing fifteen percent (15%) of the Selling Stockholder Firm Shares sold set forth in Section 3 hereof, the offering, from the Company. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The respective number of Company Option Shares shall be issued directly by and Selling Stockholder Option Shares set forth opposite the names of the Company and shall have the rights and privileges described Option Selling Stockholders 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 Schedule B hereto. Such option may be exercised by the Underwriter as to all (at any time) or any part (from time to time) Representatives on behalf of the Option Shares within forty-five (45) several Underwriters on one occasion in whole or in part during the period of 30 days from and after the Closing Date for date on which the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior are initially offered to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised public, by the giving of written notice to the Company from the Underwriter, setting forth the number of the Company. [The first _________ Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “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 Underwriters upon the Underwriter, at the offices exercise 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 option will be as set forth in the notice. Upon exercise of the Over-allotment Option with respect to all or any portion purchased from one of the Option Selling Stockholders, ___________________. The next ________ Option Shares subject to be purchased by the terms and conditions set forth herein, (i) Underwriters upon the Company shall become obligated to sell to the Underwriter the number exercise of such option will be purchased from one of the Option Selling Stockholders, ______________. The next ___________ Option Shares specified in to be purchased by the Underwriters upon the exercise of such notice and (ii) option will be purchased from one of the Option Selling Stockholders, ______________. The final _______ Option Shares to be purchased by the Underwriters upon the exercise of such option will be purchased from the Company.] The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall purchase that portion be the same proportion of the total number of the Option Shares then being purchasedto 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. (ci) The Firm Shares will be delivered on the Closing Date, if written notice of the exercise of such option is received by the Company not later than three (3) full business days prior to the Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company’s officesClosing Date, or such other location as may be mutually acceptable(ii) on a later date, at 6:00 a.m. Pacific Time, on not later than the second third (or if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern Time, the third3rd) full business day following the date hereofthe Company receives written notice of the exercise of such option, or if such notice is not received by the Company at least 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 other time location, including, without limitation, in New York City, as you may reasonably request for checking at least two (2) full business days prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least three (3) full days prior to such date as the Underwriter of payment and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Actdelivery. If the Underwriter Representatives so electselect, delivery of the Option Shares may be made by credit through full fast transfer to the account accounts at The Depository Trust Company designated by the UnderwriterRepresentatives. For Dutch law purposesIt is understood that you, individually, and not as the Representatives of the Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose payment or payments shall not have been received by you prior to the date of payment and delivery for the Underwritten Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any Underwriter or Underwriters of any of its or their obligations hereunder. The several Underwriters intend to make an initial public offering (as such term is described in Section 11 hereof) of the Option Shares to be issued upon exercise of such option at the initial public offering price for the Firm Shares set forth in Section 3 hereof but after the initial public offering the several Underwriters may in their discretion vary the public offering price. (b) Upon exercise of any option provided for in Section 7(a) hereof, the obligations of the Underwriters to purchase such Option Shares will be deemed subject (as of the date hereof and as of the date of payment for such Option Shares) to the accuracy of and compliance with the representations and warranties of the Company and the Selling Stockholders herein, to the accuracy of the statements of the Company, 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 a payment on 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 Underwritten Sharesaccuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants of the Company and the Selling Stockholders or the compliance with any of the conditions herein contained.

Option Shares. (a) For On the purposes basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Shareholders hereby grant to the several Underwriters, for the purpose of covering any over-allotments in connection with the distribution and sale of the Firm SharesShares only, the Company hereby grants to the Underwriters an a nontransferable option (the “Over-allotment Option”) to purchase, in the aggregate, up to three hundred thousand (300,000) additional shares respective number of Company Option Shares and Selling Shareholder Shares set forth opposite the names of the Common Stock (Company and the “Option Shares”)Selling Shareholders in Schedule B hereto, representing fifteen percent (15%) of at the purchase price per share for the Firm Shares sold set forth in the offering, from the CompanySection 3 hereof. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. (b) The Over-allotment Option granted pursuant to Section 3.2(a) hereof Such option may be exercised by the Underwriter as to all Representatives on behalf of the several Underwriters on one (at any time1) or any more occasions in whole or in part during the period of thirty (from time to time) of the Option Shares within forty-five (4530) days after the Closing Date for date on which the Firm SharesShares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall not be under any obligation to purchase any the same proportion of the total number of Option Shares prior to be purchased by the several Underwriters pursuant to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth 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 and the date and time for delivery of and payment for the Option Shares (the “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 several Underwriters pursuant to 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 option granted by this Section 7 shall become obligated to sell to the Underwriter the number of the Option Shares specified in such notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares then being purchased. (c) The Firm Shares will be delivered by the Company to the Underwriter made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company’s officesCompany 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 Testx, Xxrwxxx & Xhibxxxxx, XXP, 125 Xxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 xx at such other location place as may be mutually acceptable, at 6:00 a.m. Pacific Time, agreed upon among the Representatives and the Company (i) on the second 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 if (ii) on a date which shall not be later than the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern Time, the thirdthird (3rd) full business day following the date hereofthe Company receives written notice of the exercise of such option, or 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 time location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date as the Underwriter of payment and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Actdelivery. If the Underwriter Representatives so electselect, delivery of the Option Shares may be made by credit through full fast transfer to the account accounts at The Depository Trust Company designated by the UnderwriterRepresentatives. For Dutch law purposesIt is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Underwritten 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 deemed subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Shareholders herein, to the accuracy of the statements of the Company, the Selling Shareholders and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Shareholders of their respective obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be a payment on satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the Underwritten Sharesaccuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Shareholders or the satisfaction of any of the conditions herein contained.

Option Shares. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Firm Sharesrepresentations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, hereby grants to the Underwriters Underwriter an option (the “Over-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 the offering, from the Company. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus 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 Closing Date for the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “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 at the same purchase price as the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Underwriter to the terms and conditions set Company setting forth herein, (i) the Company shall become obligated aggregate number of Option Shares as to sell to which the Underwriter is exercising the number of option, the names and denominations in which the certificates for the Option Shares specified in are to be registered and the date and time, as determined by you, when the Option Shares are to be delivered, such notice time and (ii) 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 purchase that portion be the same percentage of the total number of the Option Shares then being purchased. (c) to be purchased by the 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 sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Firm Option Shares will be delivered by the Company Custodian and the Company, as appropriate, to the Underwriter 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’s offices, as appropriate, at the offices of BTIG, LLC, 000 Xxxxxxxxxx Xx., 6th Floor, San Francisco, CA 94111, or such other location as may be mutually acceptableacceptable at 9:00 a.m., at 6:00 a.m. Pacific TimeCentral time, on the second (or if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern Time, the third) full business day following the date hereof, or at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Act. If the Underwriter so elects, 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 a payment on the Underwritten SharesSecond Closing Date.

Option Shares. (a) For the purposes of covering Company acknowledges that any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants to the Underwriters an option (the “Over-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 the offering, which it may acquire from the Company. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. (b) The Over-allotment Option granted Client 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 Closing Date for the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-allotment OptionOptions provided for herein will not have been registered pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and therefore may not be sold or transferred by Company except in the event that such shares are the subject of a registration statement or any future sale or transfer is, in the opinion of counsel for Client, exempt from such registration provisions. Company acknowledges that any shares which it may acquire pursuant to the exercise of the Options will be for its own account and for investment purposes only and not with a view to the resale or redistribution of same. Company further consents that the following legend be placed upon all certificates for shares of Common Stock which may be issued to Company upon the exercise of the Options: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED." Company further consents that no stop transfer instructions being placed against all certificates may not be issued to it upon the exercise of the Options. (i) If the Client executes a Registration during the term of the contract, then the Company's shares will be added to this Registration at no cost to the Company. The Over-allotment Option granted hereby may be exercised by Client shall bear all costs and expenses attributable to such registration, excluding fees and expenses of Company's counsel and any underwriting or selling commission. Client shall maintain the giving effectiveness of such registration throughout the term of this Agreement and for a 120 day period thereafter. (ii) Notwithstanding the foregoing, if the Shares issuable upon exercise of the Options are not otherwise registered under the Securities Act and the Client shall at any time after the date hereof propose to file a registration statement under the Securities Act, which registration statement shall include shares of Common Stock of Client or any selling shareholder, Client shall give written notice to Company of such proposed registration and will permit Company to include in such registration all Shares which it has acquired as of the Company from date of such notice. The Client shall bear all costs and expenses attributable to such registration, excluding fees and expenses of Company's counsel and any underwriting or selling commission. D. Adjustments in Option Shares. (i) In the Underwriterevent that Client shall at any time sub-divide its outstanding shares of Common Stock into a greater number of shares, setting forth the Option purchase price in effect prior to such sub-division shall be proportionately reduced and the number of the Option Shares to be purchased and the date and time for delivery shares of and payment for the Option Shares (the “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 Common Stock purchasable shall be agreed upon by proportionately increased. In case the Company and the Underwriter, at the offices outstanding shares of the Underwriter’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as Common Stock of Client 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 Sharescombined into a smaller number of shares, the Option Closing Date will purchase price in effect immediately prior to such combination shall be proportionately increased and the number of shares of Common Stock purchasable shall be proportionately reduced. (ii) In case of any reclassification or change of outstanding shares of Common Stock issuable upon exercise of this Option (other than change in par value, or from par value to no par value, or from no par value to par value, or as set forth a result or a subdivision or combination), or in case of any consolidation or merger of the notice. Upon Client with or into another corporation (other than a merger in which the Client is the continuing corporation and which does not result in any reclassification or change of outstanding shares of Common Stock, other than a change in number of the shares issuable upon exercise of the Over-allotment Option with respect Option) or in case of any sale or conveyance to all or any portion another corporation of the property of the Client as an entirety or substantially as an entirety, the Holder of this Option Shares subject shall have the right thereafter to exercise this Option into the terms kind and conditions set forth hereinamount of shares of stock and other securities and property receivable upon such reclassification, (i) the Company shall become obligated to sell to the Underwriter change, consolidation, merger, sale or conveyance by a holder of the number of shares of Common Stock of the Client for which the Option Shares specified in might have been exercised immediately prior to such notice reclassification, change, consolidation, merger, sale or conveyance. The above provisions shall similarly apply to successive reclassifications and (ii) the Underwriter shall purchase that portion changes of the total number shares of the Option Shares then being purchasedCommon Stock and to successive consolidations, mergers, sales or conveyances. (ciii) The Firm Shares will be delivered by Company reserves the Company right to the Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable assign these options to the order of the Company’s offices, or such other location as may be mutually acceptable, a third party 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 Exchange Act, after 4:30 p.m. Eastern Time, the third) full business day following the date hereof, or at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Act. If the Underwriter so elects, 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 a payment on the Underwritten Sharesits own discretion.

Option Shares. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Firm Sharesrepresentations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters Underwriter an option (the “Over-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 the offering, from the Company. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus 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 Closing Date for the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “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 at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriter in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the date of this Agreement upon notice (confirmed in writing) by the Underwriter to the terms and conditions set Company setting forth herein, (i) the Company shall become obligated aggregate number of Option Shares as to sell to which the Underwriter is exercising the number of option, the names and denominations in which the certificates for the Option Shares specified in such notice are to be registered and (ii) the Underwriter shall purchase that portion of the total number of date and time, as determined by you, when the Option Shares then are to be delivered, such time and date being purchased. (c) 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. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Firm Option Shares will be delivered by the Company to the Underwriter you against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company’s officesCompany at the offices of Ladenburg Xxxxxxxx & Co. Inc., 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, or such other location as may be mutually acceptableacceptable at 9:00 a.m., at 6:00 a.m. Pacific TimeNew York City time, on the second (or if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern Time, the third) full business day following the date hereof, or at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Act. If the Underwriter so elects, 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 a payment on the Underwritten SharesSecond Closing Date.

Option Shares. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm SharesSecurities, the Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, purchase up to three hundred thousand an additional 562,500 Ordinary Shares represented by ADSs (300,000) additional shares of the Common Stock (the “Option Shares”) and up to an additional 562,500 Warrants (“Option Warrants”), representing fifteen percent (15%) of the Firm Shares Securities sold in the offeringoffering (the Option Shares and the Option Warrants together being as the “Option Securities”), from the Company (the “Over-allotment Option”). The Option Securities shall be identical in all respects to the Firm Securities. The Option Securities shall be purchased for the account of each of the several Underwriters in the same proportion as the number of Firm Securities, set forth opposite such Underwriter’s name on Schedule 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 Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Securities, or any portion thereof, may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Purchase Price and the Purchase price to be paid per Option Shares Warrant shall be issued directly by the Company and shall have the rights and privileges described in the Registration StatementWarrant Purchase Price, 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 Closing Date for the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “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 each as set forth in Section 1.1.1 hereof. The Firm Securities and the notice. Upon exercise Option Securities are hereinafter collectively referred to as the “Public Securities.” The offering and sale of the Over-allotment Option with respect Public Securities is hereinafter referred 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 the Option Shares specified in such notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares then being purchased. (c) The Firm Shares will be delivered by the Company to the Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company’s offices, or such 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 Exchange Act, after 4:30 p.m. Eastern Time, the third) full business day following the date hereof, or at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Act. If the Underwriter so elects, 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 a payment on the Underwritten Shares“Offering.”

Option Shares. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Firm Sharesrepresentations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, hereby grants to the Underwriters several Underwriters, an option (the “Over-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 the offering, from the Company. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus 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 Closing Date for the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “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 at the same purchase price as the Firm Shares, for use solely in covering any over allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representative to the terms and conditions set Company setting forth herein, (i) the Company shall become obligated to sell to the Underwriter the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares specified in such notice are to be registered and (ii) the Underwriter shall purchase that portion of date and time, as determined by the total number of Representative, when the Option Shares then are to be delivered, such time and date being purchased. (c) 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. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Firm Option Shares will be delivered by the Company to the Underwriter account of the Representative for the respective 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’s offices, as appropriate, at the offices of CRT Capital Group LLC, 200 Xxxxxx Xxxxx, Xxxxxxxx, XX 00000, or such other location as may be mutually acceptableacceptable at 9:00 a.m., at 6:00 a.m. Pacific TimeCentral time, on the second (or if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern Time, the third) full business day following the date hereof, or at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Act. If the Underwriter so elects, 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 a payment on the Underwritten SharesSecond Closing Date.

Option Shares. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm SharesSecurities, the Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, purchase up to three hundred thousand an additional 617,647 Ordinary Shares represented by ADSs (300,000) additional shares of the Common Stock (the “Option Shares”) and up to an additional 1,235,294 Warrants (“Option Warrants”), representing fifteen percent (15%) of the Firm Shares Securities sold in the offeringoffering (the Option Shares and the Option Warrants together being as the “Option Securities”), from the Company (the “Over-allotment Option”). The Option Securities shall be identical in all respects to the Firm Securities. The Option Securities shall be purchased for the account of each of the several Underwriters in the same proportion as the number of Firm Securities, set forth opposite such Underwriter’s name on Schedule 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 Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Securities, or any portion thereof, may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Purchase Price and the Purchase price to be paid per Option Shares Warrant shall be issued directly by the Company and shall have the rights and privileges described in the Registration StatementWarrant Purchase Price, 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 Closing Date for the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “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 each as set forth in Section 1.1.1 hereof. The Firm Securities and the notice. Upon exercise Option Securities are hereinafter collectively referred to as the “Public Securities.” The offering and sale of the Over-allotment Option with respect Public Securities is hereinafter referred 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 the Option Shares specified in such notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares then being purchased. (c) The Firm Shares will be delivered by the Company to the Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company’s offices, or such 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 Exchange Act, after 4:30 p.m. Eastern Time, the third) full business day following the date hereof, or at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Act. If the Underwriter so elects, 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 a payment on the Underwritten Shares“Offering.”

Option Shares. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm SharesSecurities, the Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, purchase up to three hundred thousand an additional 776,470 Ordinary Shares represented by ADSs (300,000) additional shares of the Common Stock (the “Option Shares”) and up to an additional 970,587 Warrants (“Option Warrants”), representing fifteen percent (15%) of the Firm Shares Securities sold in the offeringoffering (the Option Shares and the Option Warrants together being as the “Option Securities”), from the Company (the “Over-allotment Option”). The Option Securities shall be identical in all respects to the Firm Securities. The Option Securities shall be purchased for the account of each of the several Underwriters in the same proportion as the number of Firm Securities, set forth opposite such Underwriter’s name on Schedule 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 Securities previously have been, or simultaneously are, sold and delivered. The right to purchase the Option Securities, or any portion thereof, may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representative to the Company. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Purchase Price and the Purchase price to be paid per Option Shares Warrant shall be issued directly by the Company and shall have the rights and privileges described in the Registration StatementWarrant Purchase Price, 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 Closing Date for the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “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 each as set forth in Section 1.1.1 hereof. The Firm Securities and the notice. Upon exercise Option Securities are hereinafter collectively referred to as the “Public Securities.” The offering and sale of the Over-allotment Option with respect Public Securities is hereinafter referred 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 the Option Shares specified in such notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares then being purchased. (c) The Firm Shares will be delivered by the Company to the Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company’s offices, or such 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 Exchange Act, after 4:30 p.m. Eastern Time, the third) full business day following the date hereof, or at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Act. If the Underwriter so elects, 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 a payment on the Underwritten Shares“Offering.”

Option Shares. (a) For On the purposes basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters, for the purpose of covering any over-over- allotments in connection with the distribution and sale of the Firm SharesShares only, the Company hereby grants a nontransferable option to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, purchase up to three hundred thousand (300,000) additional shares an aggregate of 600,000 Option Shares at the Common Stock (the “Option Shares”), representing fifteen percent (15%) of purchase price per share for the Firm Shares sold set forth in the offering, from the CompanySection 3 hereof. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. (b) The Over-allotment Option granted pursuant to Section 3.2(a) hereof Such option may be exercised by the Underwriter as to all on one (at any time1) occasion in whole or any in part during the period of thirty (from time to time) of the Option Shares within forty-five (4530) days after the Closing Date for date on which the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior are initially offered to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised public, by the giving of written notice to the Company from the Underwriter, setting forth the number Company. Delivery of definitive certificates for the Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “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 several Underwriters pursuant to 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 option granted by this Section 7 shall become obligated to sell to the Underwriter the number of the Option Shares specified in such notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares then being purchased. (c) The Firm Shares will be delivered by the Company to the Underwriter made against payment of the purchase price therefor by the Underwriter by wire transfer of same day funds payable to immediately available funds. Such delivery and payment shall take place at the order offices of the Company’s officesXxxx and Xxxx LLP, 0000 Xxxxxxxxxxxx Xxxxxx, X.X., Xxxxxxxxxx, X.X. 00000 or at such other location place as may be mutually acceptable, at 6:00 a.m. Pacific agreed upon among the Underwriter and the Company (i) on the Closing Time, on if written notice of the second exercise of such option is received by the Company at least two (or if 2) full business days prior to the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern Closing Time, or (ii) on a date which shall not be later than the thirdthird (3rd) full business day following the date hereofthe Company receives written notice of the exercise of such option, or if such notice is received by the Company less than two (2) full business days prior to the Closing Time. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other time location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date as the Underwriter of payment and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Actdelivery. If the Underwriter so elects, delivery of the Option Shares may be made by credit through full fast transfer to the account accounts at The Depository Trust Company designated by the Underwriter. For Dutch law purposes. (b) Upon exercise of any option provided for in Section 7(a) hereof, the payment obligations of the Underwriter to purchase price for the Underwritten such Option Shares will be deemed 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 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 or prior to the payment date in connection with the sale and transfer of such Option Shares shall be a payment on 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 Underwritten Sharesaccuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Primary Entities or the satisfaction of any of the conditions herein contained.

Option Shares. (a) For On the purposes basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters, for the purpose of covering any over-allotments in connection with the distribution and sale of the Firm SharesShares only, the Company hereby grants a nontransferable option to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, purchase up to three hundred thousand (300,000) additional shares an aggregate of 450,000 Option Shares at the Common Stock (the “Option Shares”), representing fifteen percent (15%) of purchase price per share for the Firm Shares sold set forth in Section 4 hereof (the offering, from the Company. The purchase price to be paid per Option Share shall be equal to the Per Share Price"Option"). The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus 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 Representatives on behalf of the several Underwriters on one (at any time1) or any more occasions in whole or in part (from time to time) during the period of the Option Shares within forty-five (45) days after the Closing Date for date on which the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior are initially offered to the exercise public by giving written Delivery of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth the number of definitive certificates for the Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “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 several Underwriters pursuant to 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 granted by this Section 7 shall become obligated to sell to the Underwriter the number of the Option Shares specified in such notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares then being purchased. (c) The Firm Shares will be delivered by the Company to the Underwriter made against payment of the purchase price therefor by wire transfer of the several Underwriters by certified or official bank check or checks drawn in same day funds funds, payable to the order of the Company’s officesCompany or by wire transfer in same day funds. In the event of any breach of the foregoing, or 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 Nuttxx, XxClxxxxx &Xxsh, LLP, One Xxxxxxxxxxxxx Xxxxx, Xxxxxx, Xxxxxxxxxxxxx xx at such other location place as may be mutually acceptable, at 6:00 a.m. Pacific Time, agreed upon between the Representatives and the Company (i) on the second 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 if (ii) on a date which shall not be later than the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern Time, the thirdthird (3rd) full business day following the date hereofthe Company receives written Notice of the Option, or 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 time location, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date as the Underwriter of payment and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Actdelivery. If the Underwriter Representatives so electselect, delivery of the Option Shares may be made by credit through full fast transfer to the account accounts at The Depository Trust Company designated by the UnderwriterRepresentatives. For Dutch law purposesIt 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 Underwritten 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 deemed 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 a payment on satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the Underwritten Sharesaccuracy and 26 completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.

Option Shares. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Firm Sharesrepresentations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Underwriters Underwriter an option (the “Over-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 the offering, from the Company. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus 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 Closing Date for the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “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 at the same purchase price as the Firm Shares, for use solely in covering any over allotments made by the Underwriter in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Underwriter to the terms and conditions set Company setting forth herein, (i) the Company shall become obligated aggregate number of Option Shares as to sell to which the Underwriter is exercising the number of option, the names and denominations in which the certificates for the Option Shares specified in such notice are to be registered and (ii) the Underwriter shall purchase that portion of date and time, as determined by the total number of Underwriter, when the Option Shares then are to be delivered, such time and date being purchased. (c) 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. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Firm Option Shares will be delivered by the Company to the Underwriter for the account of the Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company’s offices, as appropriate, at the offices of Xxxxx Xxxxxxx & Co., U.S. Bancorp Center, 800 Nicollet Mall, Minneapolis, Minnesota, or such other location as may be mutually acceptableacceptable at 9:00 a.m., at 6:00 a.m. Pacific TimeCentral time, on the second (or if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern Time, the third) full business day following the date hereof, or at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Act. If the Underwriter so elects, 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 a payment on the Underwritten SharesSecond Closing Date.

Option Shares. (a) For On the purposes basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Securityholder hereby grant to the several Underwriters, for the purpose of covering any over-allotments in connection with the distribution and sale of the Firm SharesShares only, the Company hereby grants a nontransferable option to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, purchase up to three hundred thousand (300,000) additional shares an aggregate of 450,000 Option Shares at the Common Stock (the “Option Shares”), representing fifteen percent (15%) of purchase price per share for the Firm Shares sold set forth in Section 4 hereof (the offering, from the Company. The purchase price to be paid per Option Share shall be equal to the Per Share Price"Option"). The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus 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 Representative on behalf of the several Underwriters on one (at any time1) or any more occasions in whole or in part (from time to time) during the period of the Option Shares within forty-forty five (45) days after the Closing Date for date on which the Firm SharesShares are initially offered to the public by giving written notice (the "Option Notice") to the Company and the Selling Securityholder. The number of Option Shares to be purchased by each Underwriter shall not be under any obligation to purchase any upon the exercise of the Option shall be the same proportion of the total number of Option Shares prior to be purchased by the several Underwriters pursuant to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth 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 and the date and time for delivery of and payment for the Option Shares (the “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 several Underwriters pursuant to 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 granted by this Section 8 shall become obligated to sell to the Underwriter the number of the Option Shares specified in such notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares then being purchased. (c) The Firm Shares will be delivered by the Company to the Underwriter made against payment of the purchase price therefor by wire transfer of the several Underwriters by certified or official bank check or checks drawn in same day funds funds, payable to the order of the Company’s offices, Company and the Selling Securityholder or such other location as may be mutually acceptable, at 6:00 a.m. Pacific Time, on by wire transfer in same day funds. In the second (or if event of any breach of the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern Timeforegoing, the third) full business day following Company and the date hereofSelling Securityholder 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 Snelx & Xilmxx X.X.P., Phoenix, Arizona, or at such other time and date place as may be agreed upon between the Underwriter Representative and the Company determine pursuant to Rule 15c6-1 (ai) under the Exchange Act. If the Underwriter so elects, 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 a payment on the Underwritten Shares.Closing Date, if written

Option Shares. (a) For the purposes of covering Company acknowledges that any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants to the Underwriters an option (the “Over-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 the offering, which it may acquire from the Company. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. (b) The Over-allotment Option granted Client 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 Closing Date for the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-allotment OptionOptions provided for herein will not have been registered pursuant to the Securities Act of1933, as amended (the "Securities Act"), and therefore may not be sold or transferred by Company except in the event that such shares are the subject of a registration statement or any future sale or transfer is, in the opinion of counsel for Client, exempt from such registration provisions. Company acknowledges that any shares which it may acquire pursuant to the exercise of the Options will be for its own account and for investment purposes only and not with a view to the resale or redistribution of same. Company further consents that the following legend be placed upon all certificates for shares of Common Stock, which may be issued to Company upon the exercise of the Options: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDERTHE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT BE SOLD OROTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENTUNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THATSUCH REGISTRATION IS NOT REQUIRED." Company further consents that no stop transfer instructions being placed against all certificates may not be issued to it upon the exercise of the Options. (i) If the Client executes a Registration during the term of the contract, then the Company's shares will be added to this Registration at no cost to the Company. The OverClient shall bear all costs and expenses attributable to such registration, excluding fees and expenses of Company's counsel and any underwriting or selling commission. Client shall maintain the effectiveness of such registration throughout the term of this Agreement and for a 120-allotment Option granted hereby may be exercised by day period thereafter. (ii) Notwithstanding the giving foregoing, if the Shares issuable upon exercise of the Options are not otherwise registered under the Securities Act and the Client shall at any time after the date hereof propose to file a registration statement under the Securities Act, which registration statement shall include shares of Common Stock of Client or any selling shareholder, Client shall give written notice to the Company from the Underwriter, setting forth the number of the Option such proposed registration and will permit Company to include in such registration all Shares to be purchased and the date and time for delivery which it has acquired as of and payment for the Option Shares (the “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 The Client shall bear all costs and expenses attributable to such registration, excluding fees and expenses of the Over-allotment Option with respect to all Company's counsel and any underwriting 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 the Option Shares specified in such notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares then being purchasedselling commission. (c) The Firm Shares will be delivered by the Company to the Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company’s offices, or such 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 Exchange Act, after 4:30 p.m. Eastern Time, the third) full business day following the date hereof, or at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Act. If the Underwriter so elects, 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 a payment on the Underwritten Shares.

Option Shares. (a) For On the purposes of covering any over-allotments in connection with the distribution and sale basis of the Firm Sharesrepresentations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company Company, hereby grants to the Underwriters several Underwriters, an option (the “Over-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 the offering, from the Company. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus 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 Closing Date for the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “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 at the same purchase price as the Firm Shares, for use solely in covering any over allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (but not more than once) within 30 days after the effective date of this Agreement upon notice (confirmed in writing) by the Representative to the terms and conditions set Company setting forth herein, (i) the Company shall become obligated to sell to the Underwriter the aggregate number of Option Shares as to which the Underwriters are exercising the option, the names and denominations in which the certificates for the Option Shares specified in such notice are to be registered and (ii) the Underwriter shall purchase that portion of date and time, as determined by the total number of Representative, when the Option Shares then are to be delivered, such time and date being purchased. (c) 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. No Option Shares shall be sold and delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Firm Option Shares will be delivered by the Company to the Underwriter account of the Representative for the respective 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’s offices, as appropriate, at the offices of CRT Capital Group LLC, 000 Xxxxxx Xxxxx, Xxxxxxxx, XX 00000, or such other location as may be mutually acceptableacceptable at 9:00 a.m., at 6:00 a.m. Pacific TimeCentral time, on the second (or if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern Time, the third) full business day following the date hereof, or at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Act. If the Underwriter so elects, 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 a payment on the Underwritten SharesSecond Closing Date.

Option Shares. Upon and subject to the adoption of a Share Ownership and Option Plan by the Company (a) For as amended, the purposes of covering any over-allotments in connection with the distribution and sale “Plan”), execution of the Firm SharesEmployment Agreement and the approval of the Board, the Company hereby grants will grant to the Underwriters Consultant an option (the “Over-allotment Option”) to purchase, in the aggregate, up to three hundred thousand (300,000) additional shares purchase Ordinary Shares of the Common Stock Company under the Plan (the “Option Shares”), representing fifteen percent (15%) of the Firm as follows: An option to purchase 67,158 Option Shares sold in the offering, from the Company. The purchase at a price to be paid per Option Share shall be share equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus 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) Fair Market Value of the Option Shares within forty-five at the date of the grant, subject to applicable law (45) days after the Closing Date for the Firm Shares“Option”). The Underwriter shall not be under any obligation Option will vest and become exercisable as follows: subject to purchase any the continuous engagement of the Consultant with the Company, 1/5 of the Option Shares prior to shall vest on the exercise first anniversary of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by effective date of the giving of written notice to the Company from the UnderwriterEmployment Agreement, setting forth the number 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 purchased 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 date terms and time for delivery conditions determined by the Board. The management of and payment for the Company shall recommend to the Board that the vesting schedule of the Option shall be accelerated upon an acquisition of the Company by an unaffiliated party. Subject to any applicable law, upon termination of the Employment Agreement at any time, the Company shall have a “Buy Back option” over the Option Shares (the “Option Closing DateBuy Back Option”), which shall not be later than five (5) full Business Days after entitling the date of the notice or such other time as shall be agreed upon by the Company and the UnderwriterCompany, at the offices sole discretion of the Underwriter’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by Board, to purchase from the Company and the Underwriter. If such delivery and payment for Consultant 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 thereof (including without limitation, Option Shares that were vested or exercised) in consideration for the Fair Market Value 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 the Option Shares specified in such notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares then being purchased. (c) The Firm Shares will be delivered purchased by the Company to at the Underwriter against payment time of the purchase price therefor by wire transfer of same day funds payable to the order exercise of the Company’s offices, Buy Back Option. The Consultant shall have no right or such other location as may be mutually acceptable, at 6:00 a.m. Pacific Time, on claim in connection with the second (or if exercise of the Firm Shares are priced, as contemplated Buy Back Option by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern Time, the third) full business day following the date hereof, or at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1 (a) under at the Exchange Act. If the Underwriter so elects, delivery sole discretion 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 a payment on the Underwritten SharesBoard.

Option Shares. (a) For the purposes of covering Company acknowledges that any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants to the Underwriters an option (the “Over-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 the offering, which it may acquire from the Company. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. (b) The Over-allotment Option granted Client 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 Closing Date for the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-allotment OptionOptions provided for herein will not have been registered pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and therefore may not be sold or transferred by Company except in the event that such shares are the subject of a registration statement or any future sale or transfer is, in the opinion of counsel for Client, exempt from such registration provisions. Company acknowledges that any shares which it may acquire pursuant to the exercise of the Options will be for its own account and for investment purposes only and not with a view to the resale or redistribution of same. Company further consents that the following legend be placed upon all certificates for shares of Common Stock which may be issued to Company upon the exercise of the Options: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT") AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED." Company further consents that no stop transfer instructions being placed against all certificates may not be issued to it upon the exercise of the Options. (i) If the Client executes a Registration during the term of the contract, then the Company's shares will be added to this Registration at no cost to the Company. The Over-allotment Option granted hereby may be exercised by Client shall bear all costs and expenses attributable to such registration, excluding fees and expenses of Company's counsel and any underwriting or selling commission. Client shall maintain the giving effectiveness of such registration throughout the term of this Agreement and for a 120 day period thereafter. (ii) Notwithstanding the foregoing, if the Shares issuable upon exercise of the Options are not otherwise registered under the Securities Act and the Client shall at any time after the date hereof propose to file a registration statement under the Securities Act, which registration statement shall include shares of Common Stock of Client or any selling shareholder, Client shall give written notice to the Company from the Underwriter, setting forth the number of the Option such proposed registration and will permit Company to include in such registration all Shares to be purchased and the date and time for delivery which it has 148 acquired as of and payment for the Option Shares (the “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 The Client shall bear all costs and expenses attributable to such registration, excluding fees and expenses of the Over-allotment Option with respect to all Company's counsel and any underwriting 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 the Option Shares specified in such notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares then being purchasedselling commission. (c) The Firm Shares will be delivered by the Company to the Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company’s offices, or such 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 Exchange Act, after 4:30 p.m. Eastern Time, the third) full business day following the date hereof, or at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Act. If the Underwriter so elects, 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 a payment on the Underwritten Shares.

Option Shares. (a) For On the purposes basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several U.S. Underwriters, for the purpose of covering any over-allotments in connection with the distribution and sale of the Firm SharesShares only, the Company hereby grants a non- transferable option to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, purchase up to three hundred thousand (300,000) additional shares an aggregate of 528,000 Option Shares at the Common Stock (the “Option Shares”), representing fifteen percent (15%) of purchase price per share for the Firm Shares sold set forth in the offering, from the CompanySection 3 hereof. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. (b) The Over-allotment Option granted pursuant to Section 3.2(a) hereof Such option may be exercised by the Underwriter as to all (at any time) or any part (from time to time) Representatives on behalf of the Option Shares within forty-five several U.S. Underwriters on one occasion in whole or in part during the period of thirty (4530) days from and after the Closing Date for date on which the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior are initially offered to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised public, by the giving of written notice to the Company from and the Underwriter, setting forth Custodian. The number of Option Shares to be purchased by each U.S. 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 U.S. Underwriters pursuant to the exercise of such option as the number of Firm Shares purchased by such U.S. Underwriter (set forth in Schedule A hereto) bears to the total number of Firm Shares purchased by the several U.S. 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 and the date and time for delivery of and payment for the Option Shares (the “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 several U.S. Underwriters pursuant to 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 option granted by this Section 7 shall become obligated to sell to the Underwriter the number of the Option Shares specified in such notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares then being purchased. (c) The Firm Shares will be delivered by the Company to the Underwriter made against payment of the purchase price therefor by the several U.S. Underwriters by wire transfer of same or certified or official bank check or checks drawn in same-day funds funds, as elected by the Company, payable to the order of the Company’s offices. Such delivery and payment shall take place at the offices of Pillsbury Madison & Sutro LLP, 000 Xxxxxxxxxx Xxxxxx, San Francisco, CA 94104 or at such other location place as may be mutually acceptable, at 6:00 a.m. Pacific Time, agreed upon among the Representatives and the Company (i) on the second Closing Date, if written notice of the exercise of such option is received by the Company and the Custodian not later than two full business days prior to the Closing Date or (or if ii) on a later date, not later than the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern Time, the third) third full business day following the date hereofthe Company and the Custodian receives written notice of the exercise of such option, or if such notice is not received by the Company and the Custodian at least three full business days prior to the Closing Date. The certificates for the Option Shares so to be delivered will be made available to you at such office or other time location including, without limitation, in New York City, as you may reasonably request for checking at least one full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two full days prior to such date as the Underwriter of payment and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Actdelivery. If the Underwriter Representatives so electselect, delivery of the Option Shares may be made by credit through full fast transfer to the account accounts at The Depository Trust Company designated by of the UnderwriterRepresentatives. For Dutch law purposesIt is understood that you, individually, and not as the Representatives of the U.S. Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any U.S. Underwriter or U.S. Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Underwritten Option Shares to be purchased by such U.S. Underwriter or U.S. Underwriters. Any such payment by you shall not relieve any U.S. Underwriter or U.S. Underwriters of any of its or their obligations hereunder. The several U.S. Underwriters intend to make an initial public offering (as such term is described in Section 11 hereof) of the Option Shares to be issued upon exercise of such option as set forth in the Prospectus, but after the initial public offering the several U.S. Underwriters may in their discretion vary the public offering price. (b) Upon exercise of any option provided for in Section 7(a) hereof the obligations of the U.S. Underwriters to purchase such Option Shares will be deemed subject (as of the date hereof and as of the date of payment for such Option Shares) to the accuracy of and compliance with the representations and warranties 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 a payment on satisfactory in form and substance to you and to U.S. Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the Underwritten Sharesaccuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants of the Company or the compliance with any of the conditions herein contained.

Option Shares. (a) For On the purposes basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and Hawkxxx xxxeby grant to the several Underwriters, for the purpose of covering any over-allotments in connection with the distribution and sale of the Firm Shares only, a nontransferable option to purchase up to an aggregate of 144,000 Option Shares, the Company hereby grants to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, of which 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 the offering, from the Company. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The 94,000 Option Shares shall will be issued directly sold by the Company and shall have 50,000 Option Shares will be sold by Hawkxxx, xx the rights and privileges described purchase price per share for the Firm Shares set forth in Section 4 hereof (the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. (b) "Option"). The Over-allotment Option granted pursuant to Section 3.2(a) hereof may be exercised by the Underwriter as to all Representative on behalf of the several Underwriters on one (at any time1) or any more occasions in whole or in part (from time to time) during the period of the Option Shares within forty-forty five (45) days after the Closing Date for date on which the Firm SharesShares are initially offered to the public by giving written notice (the "Option Notice") to the Company. The number of Option Shares to be purchased by each Underwriter shall not be under any obligation to purchase any upon the exercise of the Option shall be the same proportion of the total number of Option Shares prior to be purchased by the several Underwriters pursuant to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth 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 and the date and time for delivery of and payment for the Option Shares (the “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 several Underwriters pursuant to 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 granted by this Section 7 shall become obligated to sell to the Underwriter the number of the Option Shares specified in such notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares then being purchased. (c) The Firm Shares will be delivered by the Company to the Underwriter made against payment of the purchase price therefor by wire transfer of the several Underwriters by certified or official bank check or checks drawn in same day funds funds, payable to the order of the Company’s officesCompany and Hawkxxx, or xx 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 Howard, Rice, Nemerovski Canaxx Xxxx & Xabkxx, X Professional Corporation, 3 Emxxxxxxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxxxxxxx, Xxxxxxxxxx, xx at such other location place as may be mutually acceptable, at 6:00 a.m. Pacific Time, agreed upon between the Representative and the Company (i) on the second 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 if (ii) on a date which shall not be later than the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern Time, the thirdthird (3rd) full business day following the date hereofthe Company receives written Notice of the Option, or 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 time location, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date as the Underwriter of payment and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Actdelivery. If the Underwriter Representative so elects, delivery of the Option Shares may be made by credit through full fast transfer to the account accounts at The Depository Trust Company designated by the UnderwriterRepresentative. For Dutch law purposesIt 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 Underwritten Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 8(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be deemed 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 a payment on satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the Underwritten Sharesaccuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the satisfaction of any of the conditions herein contained.

Option Shares. (a) For the purposes Delivery of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants to the Underwriters an option (the “Over-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 the offering, from the Company. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus 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 Closing Date definitive certificates for the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “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 several Underwriters pursuant to 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 option granted by this Section 7 shall become obligated to sell to the Underwriter the number of the Option Shares specified in such notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares then being purchased. (c) The Firm Shares will be delivered by the Company to the Underwriter made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company’s offices). In the event of any breach of the foregoing, or 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 xxx Dorr XXX, 60 Sxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000, xx at such other location place as may be mutually acceptable, at 6:00 a.m. Pacific Time, agreed upon among the Representatives and the Company (i) on the second 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 if (ii) on a date which shall not be later than the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern Time, the thirdthird (3rd) full business day following the date hereofthe Company receives written notice of the exercise of such option, or 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 time location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date as the Underwriter of payment and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Actdelivery. If the Underwriter Representatives so electselect, delivery of the Option Shares may be made by credit through full fast transfer to the account accounts at The Depository Trust Company designated by the UnderwriterRepresentatives. For Dutch law purposesIt is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Underwritten 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 deemed 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 a payment on reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the Underwritten Sharesaccuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements 36 -36- of the Company or the satisfaction of any of the conditions herein contained.

Option Shares. (a) For On the purposes basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, certain of the Selling Stockholders hereby grants to the several Underwriters, for the purpose of covering any over-allotments in connection with the distribution and sale of the Firm SharesShares only, the Company hereby grants a nontransferable option to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, purchase up to three hundred thousand (300,000) additional shares an aggregate of ________ Option Shares at the Common Stock (the “Option Shares”), representing fifteen percent (15%) of purchase price per share for the Firm Shares sold set forth in the offering, from the CompanySection 4 hereof. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. (b) The Over-allotment Option granted pursuant to Section 3.2(a) hereof Such option may be exercised by the Underwriter as to all Representatives on behalf of the several Underwriters on one (at any time1) or any more occasions in whole or in part during the period of thirty (from time to time) of the Option Shares within forty-five (4530) days after the Closing Date for date on which the Firm SharesShares are initially offered to the public, 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 not be under any obligation to purchase any the same proportion of the total number of Option Shares prior to be purchased by the several Underwriters pursuant to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth 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 and the date and time for delivery of and payment for the Option Shares (the “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 several Underwriters pursuant to 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 option granted by this Section 8 shall become obligated to sell to the Underwriter the number of the Option Shares specified in such notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares then being purchased. (c) The Firm Shares will be delivered by the Company to the Underwriter made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company’s officesAttorneys (and the Attorneys 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 Attorneys). In the event of any breach of the foregoing, the Selling Stockholders who propose to sell the Option Shares shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Xxxxx, Xxxxxxx & Xxxxxxxxx, LLP, High Street Tower, 000 Xxxx Xxxxxx, Xxxxxx, XX 00000 or at such other location place as may be mutually acceptable, at 6:00 a.m. Pacific Time, agreed upon among the Representatives and the Attorneys (i) on the second Closing Date, if written notice of the exercise of such option is received by the Attorneys at least two (2) full business days prior to the Closing Date, or if (ii) on a date which shall not be later than the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern Time, the thirdthird (3rd) full business day following the date hereofthe Attorneys receive written notice of the exercise of such option, or if such notice is received by the Attorneys less than two (2) full business days prior to the Closing Date. The certificates for the Option Shares to be so delivered will be made available to you at such office or such other time location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date as the Underwriter of payment and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Actdelivery. If the Underwriter Representatives so electselect, delivery of the Option Shares may be made by credit through full fast transfer to the account accounts at The Depository Trust Company designated by the UnderwriterRepresentatives. For Dutch law purposesIt is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Underwritten Option Shares to be purchased by such Underwriter or Underwriters. Any such payment by you shall not relieve any such Underwriter or Underwriters of any of its or their obligations hereunder. (b) Upon exercise of any option provided for in Section 8(a) hereof, the obligations of the several Underwriters to purchase such Option Shares will be deemed 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 selling Option Shares herein, to the accuracy of the statements of the Company, the Selling Stockholders selling Option Shares and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Stockholders selling Option Shares of their respective obligations hereunder, to the conditions set forth in Section 7 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be a payment on satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the Underwritten Sharesaccuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Stockholders selling Option Shares or the satisfaction of any of the conditions herein contained.

Option Shares. (a) For On the purposes basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters, for the purpose of covering any over-allotments in connection with the distribution and sale of the Firm SharesShares only, the Company hereby grants a nontransferable option to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, purchase up to three hundred thousand (300,000) additional shares an aggregate of 450,000 Option Shares at the Common Stock (the “Option Shares”), representing fifteen percent (15%) of purchase price per share for the Firm Shares sold set forth in the offering, from the CompanySection 3 hereof. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. (b) The Over-allotment Option granted pursuant to Section 3.2(a) hereof Such option may be exercised by the Underwriter as to all Representatives on behalf of the several Underwriters on one (at any time1) or any more occasions in whole or in part during the period of thirty (from time to time) of the Option Shares within forty-five (4530) days after the Closing Date for date on which the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior are initially offered to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised public, by the giving of written notice to the Company from the Underwriter, setting forth the Company. The number of Option Shares to be purchased by each Delivery of definitive certificates for the Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “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 several Underwriters pursuant to 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 option granted by this Section 7 shall be made against receipt 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 a wire transfer reference number of the Option Shares specified in such notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares then being purchased. (c) The Firm Shares will be delivered issued by the Company to the Underwriter against Federal Reserve System evidencing payment of the purchase price therefor by the several Underwriters by wire transfer of same day funds payable immediately available funds, to an account specified in writing by the Company with regard to the order Shares being purchased from the Company. In the event of any breach of the Company’s officesforegoing, or 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 Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx, 000 Xxxx Xxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000, xx at such other location place as may be mutually acceptable, at 6:00 a.m. Pacific Time, agreed upon among the Representatives and the Company (i) on the second 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 if (ii) on a date which shall not be later than the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern Time, the thirdthird (3rd) full business day following the date hereofthe Company receives written notice of the exercise of such option, or 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 time location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date as the Underwriter of payment and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Actdelivery. If the Underwriter Representatives so electselect, delivery of the Option Shares may be made by credit through full fast transfer to the account accounts at The Depository Trust Company designated by the UnderwriterRepresentatives. For Dutch law purposesIt is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose wire transfer funds shall not have been received by you prior to the date of payment and delivery for the Underwritten 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 deemed subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be a payment on satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the Underwritten Sharesaccuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company or the compliance with any of the conditions herein contained.

Option Shares. (a) For On the purposes basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, each of the Company and Esteverena, severally and not jointly, hereby grants to the several Underwriters, for the purpose of covering any over-allotments in connection with the distribution and sale of the Firm SharesShares only, the Company hereby grants a non-transferable option to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, purchase up to three hundred thousand an aggregate of 405,000 Option Shares (300,000100,000 of such Option Shares from Esteverena and 305,000 of such Option Shares from the Company) additional shares of at the Common Stock (the “Option Shares”), representing fifteen percent (15%) of purchase price per share for the Firm Shares sold set forth in the offering, from the CompanySection 3 hereof. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. (b) The Over-allotment Option granted pursuant to Section 3.2(a) hereof Such option may be exercised by the Underwriter as to all (at any time) or any part (from time to time) Representatives on behalf of the Option Shares within forty-five several Underwriters on one occasion, in whole or in part, during the period of thirty (4530) days from and after the Closing Date for date on which the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior are initially offered to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised public, by the giving of written notice to the Company and Esteverena. [If the option is exercised in part, the Option Shares shall be purchased hereunder as follows: ________________] [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 from each of the Underwriter, setting forth Company and Mr. Xxxxxxxxxx xxxsuant 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 and the date and time for delivery of and payment for the Option Shares (the “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 several Underwriters pursuant to 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 option granted by this Section 7 shall become obligated to sell to the Underwriter the number of the Option Shares specified in such notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares then being purchased. (c) The Firm Shares will be delivered by the Company to the Underwriter made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company’s officesCompany and Esteverena, or such other location as the case may be mutually acceptable, at 6:00 a.m. Pacific Time, (and each of the Company and Esteverena agrees not to deposit or have deposited any such check in the bank on which it is drawn until the second (or if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern Time, the third) full business day following the date hereof, or of its delivery). Such delivery and payment shall take place at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Act. If the Underwriter so elects, 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 a payment on the Underwritten Shares.the

Option Shares. (a) For On the purposes basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Shareholders hereby grant to the several Underwriters, for the purpose of covering any over-allotments in connection with the distribution and sale of the Firm SharesShares only, the Company hereby grants a nontransferable option to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, purchase up to three hundred thousand (300,000) additional shares an aggregate of 325,500 Option Shares at the Common Stock (the “Option Shares”), representing fifteen percent (15%) of purchase price per share for the Firm Shares sold set forth in the offering, from the CompanySection 3 hereof. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. (b) The Over-allotment Option granted pursuant to Section 3.2(a) hereof Such option may be exercised by the Underwriter as to all Representatives on behalf of the several Underwriters on one (at any time1) or any more occasions in whole or in part during the period of thirty (from time to time) of the Option Shares within forty-five (4530) days after the Closing Date for date on which the Firm SharesShares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall not be under any obligation to purchase any the same proportion of the total number of Option Shares prior to be purchased by the several Underwriters pursuant to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth 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 and the date and time for delivery of and payment for the Option Shares (the “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 several Underwriters pursuant to 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 option granted by this Section 7 shall become obligated to sell to the Underwriter the number of the Option Shares specified in such notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares then being purchased. (c) The Firm Shares will be delivered by the Company to the Underwriter made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company or the Selling Shareholders, as the case may be (and the Company or the Selling Shareholders, as the case may be, 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’s offices). In the event of any breach of the foregoing, the Company or the Selling Shareholders, as the case may be, shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of Dykexx Xxxsxxx XXXC, Suite 100, 315 Xxxx Xxxxxxxxxx Xxxxxxx, Xxx Xxxxx, Xxxxxxxx 00000-0000, xx at such other location place as may be mutually acceptableagreed upon among the Representatives and the Company or the Selling Shareholders, as the case may be, (i) on the Closing Date, if written notice of the exercise of such option is received by the Company or the Selling Shareholders, as the case may be, at 6:00 a.m. Pacific Timeleast two (2) full business days prior to the Closing Date, or (ii) on a date which shall not be later than the second third (or if the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern Time, the third3rd) full business day following the date hereofthe Company or the Selling Shareholders, as the case may be, receive written notice of the exercise of such option, if such notice is received by the Company or the Selling Shareholders, as the case may be, 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 time location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date as the Underwriter of payment and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Actdelivery. If the Underwriter Representatives so electselect, delivery of the Option Shares may be made by credit through full fast transfer to the account accounts at The Depository Trust Company designated by the UnderwriterRepresentatives. For Dutch law purposesIt is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Underwritten 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 deemed subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Shareholders herein, to the accuracy of the statements of the Company, the Selling Shareholders and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Shareholders of their respective obligations hereunder, 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 a payment on reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the Underwritten Sharesaccuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Shareholders or the compliance with any of the conditions herein contained.

Option Shares. (a) For On the basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the Representatives an option, severally and not jointly, to purchase, for the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants to the Underwriters an option (the “Over-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 the offering, from the Company. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus 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) portion of the Option Shares at the same purchase price as the Firm Shares. The option granted hereunder may be exercised in whole or in part 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 for (as defined below) nor earlier than the Firm Sharessecond Business Day (as defined below) or later than the tenth Business Day after the date on which the option shall have been exercised. The An Underwriter shall will not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “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 noticeRepresentatives. Upon exercise of the Overover-allotment Option with respect option, the Company will become obligated to all or any portion of convey to the Option Shares Underwriters, and, subject to the terms and conditions set forth herein, (i) the Company shall Underwriters will become obligated to sell to the Underwriter purchase, the number of the Option Shares specified in such notice and (ii) the Underwriter shall notice. The purchase that portion of the total number of price to be paid for the Option Shares then being purchased. (c) The Firm Shares will be delivered is equal to the product of the Share Purchase Price multiplied by the Company number of Option Shares to be purchased. The Representatives may cancel the Over-Allotment Option at any time prior to the Underwriter against payment expiration of the purchase price therefor Over-Allotment Option by wire transfer of same day funds payable written notice to the order of the Company’s offices, or such other location as may . No Option Shares shall be mutually acceptable, at 6:00 a.m. Pacific Time, on the second (or if sold and delivered unless the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern Time, the third) full business day following the date hereofpreviously have been, or at such other time simultaneously are, sold and date as the Underwriter and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Act. If the Underwriter so elects, 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 a payment on the Underwritten Sharesdelivered.

Option Shares. (a) For On the purposes basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters, for the purpose of covering any over-allotments in connection with the distribution and sale of the Firm SharesShares only, the Company hereby grants a nontransferable option to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, purchase up to three hundred thousand (300,000) additional shares an aggregate of 468,750 Option Shares at the Common Stock (the “Option Shares”), representing fifteen percent (15%) of purchase price per share for the Firm Shares sold set forth in the offering, from the CompanySection 3 hereof. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. (b) The Over-allotment Option granted pursuant to Section 3.2(a) hereof Such option may be exercised by the Underwriter as to all (at any time) or any part (from time to time) Representatives on behalf of the Option Shares within forty-five several Underwriters on only one (451) occasion in whole or in part during the period of thirty (30) days after the Closing Date for date on which the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior are initially offered to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised public, by the giving of written notice to the Company from the Underwriter, setting forth 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 and the date and time for delivery of and payment for the Option Shares (the “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 several Underwriters pursuant to 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 option granted by this Section 7 shall become obligated to sell to the Underwriter the number of the Option Shares specified in such notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares then being purchased. (c) The Firm Shares will be delivered by the Company to the Underwriter made against payment of the purchase price therefor by the several Underwriters by wire transfer of same in same-day funds funds, payable to the order of the Company’s offices. Such delivery and payment shall take place at the offices of Xxxxxx Godward LLP, Five Palo Alto Square, 0000 Xx Xxxxxx Xxxx, Xxxx Xxxx, Xxxxxxxxxx 00000-0000 or at such other location place as may be mutually acceptable, at 6:00 a.m. Pacific Time, agreed upon among the Representatives and the Company (i) on the second 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 if (ii) on a date which shall not be later than the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern Time, the thirdthird (3rd) full business day following the date hereofthe Company receives written notice of the exercise of such option, or 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 time location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date as the Underwriter of payment and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Actdelivery. If the Underwriter Representatives so electselect, delivery of the Option Shares may be made by credit through full fast transfer to the account accounts at The Depository Trust Company designated by the UnderwriterRepresentatives. For Dutch law purposesIt is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Underwritten 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 deemed subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company herein, to the accuracy of the statements of the Company and officers of the Company made pursuant to the provisions hereof, to the performance by the Company of its obligations hereunder, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be a payment on satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the Underwritten Sharesaccuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Stockholders or the compliance with any of the conditions herein contained.

Option Shares. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the The Company hereby grants agrees to issue and sell to the Underwriters an 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 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 the offeringeach case, from the Company. The purchase at a price to be paid per Option Share shall be share equal to the Per Share Price. The Option Shares shall be issued directly Purchase Price less an amount per share equal to any dividends or distributions declared by the Company and shall have payable on the 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 Firm Shares but not payable on the Option Shares within forty(the “Over-five (45) days after Allotment Option Purchase Price”). The Company and the Closing Date 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 Underwriter shall not be under any obligation to purchase any of the Option Shares prior to the Underwriters may exercise of the Over-allotment Option. The Over-allotment Allotment Option granted hereby may be exercised at any time in whole, or from time to time in part, on or before the 45th day from the Effective Date, by the giving of written notice to the Company from (the Underwriter“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, setting forth 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 date Option Shares are to be registered; and time for delivery of and payment (iii) any Additional Closing Date. Payment for the Option Shares (the “Option Closing Date”)shall be made, which shall not be later than five (5) full Business Days after the date against delivery of the notice or such other time as shall Option Shares to be agreed upon purchased, by wire transfer in immediately available funds to the account(s) specified by the Company and to the Underwriter, Underwriters at least one (1) business day in advance of such payment at the offices office of the Underwriter’s Counsel VCL Law LLP on any Additional Closing Date, or at such other place (including remotely by facsimile on the same or such other electronic transmission) date and time, as shall be agreed upon designated in writing by the Company and the UnderwriterUnderwriters. 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 Delivery 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 the Option Shares specified in such notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares then being purchased. (c) The Firm Shares will be delivered by the Company to the Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company’s offices, or such 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 Exchange Act, after 4:30 p.m. Eastern Time, the third) full business day following the date hereof, or at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Act. If the Underwriter so elects, delivery of the Option Shares may be made by credit through full fast transfer to the account at The Depository Trust Company designated by facilities of DTC, unless the Underwriter. For Dutch law purposes, the payment of the purchase price for the Underwritten Shares will be deemed to be a payment on the Underwritten SharesUnderwriters shall otherwise instruct.

Option Shares. (a) For On the purposes basis of the representations and warranties herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters, for the purpose of covering any over-allotments in connection with the distribution and sale of the Firm SharesShares only, a non-transferable option to purchase up to an aggregate of 105,000 Option Shares at the purchase price per share for the Company hereby grants to Shares set forth in Section 3 hereof. Such option may be exercised by Robexxxxx, Xxepxxxx & Xompany LLC on behalf of you on one occasion in whole or in part during the Underwriters an option period of thirty (30) days from and after the “Over-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 date on which the Firm Shares sold in are initially offered to the offeringpublic, from by giving written notice to the Company. The purchase price number of Option Shares to be paid per Option Share purchased by each Underwriter upon the exercise of such option shall be equal to the Per Share Price. The same proportion of the total number of Option Shares shall to be issued directly purchased by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. (b) The Over-allotment Option granted several Underwriters 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 Closing Date for the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth 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 Robexxxxx, Xtepxxxx & Xompany LLC in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “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 several Underwriters pursuant to 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 option granted by this Section 7 shall become obligated to sell to the Underwriter the number of the Option Shares specified in such notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares then being purchased. (c) The Firm Shares will be delivered by the Company to the Underwriter made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in next-day funds funds, payable to the order of the Company (and the Company agrees not to deposit any such check in the bank on which it is drawn, and not to take any other action with the purpose or effect of receiving immediately available funds, until the business day following the date of its delivery to the Company’s offices). In the event of any breach of the foregoing, or the Company shall reimburse the Underwriters for the interest lost and any other expenses borne by them by reason of such breach. Such delivery and payment shall take place at the offices of O'Melveny & Myerx, 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 xx at such other location place as may be mutually acceptable, at 6:00 a.m. Pacific Time, agreed upon among the Underwriters and the Company (i) on the second Closing Date, if written notice of the exercise of such option is received by the Company at least two full business days prior to the Closing Date or (or if ii) on a later date, not later than the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern Time, the third) third full business day following the date hereof, or at such other time and date as the Underwriter and the Company determine pursuant receives written notice of the exercise of such option, if such notice is received by the Company less than two full business days prior to Rule 15c6-1 (a) under the Exchange ActClosing Date. If the Underwriter so elects, delivery of The certificates for the Option Shares may so to be delivered will be made by credit through available to you at such office or other location including, without limitation, in New York City, as you may reasonably request for checking at least one 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 a payment on the Underwritten Shares.business

Option Shares. (a) For On the purposes basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, certain Selling Shareholders hereby grant to the several Underwriters, severally and not jointly, for the purpose of covering any over-allotments in connection with the distribution and sale of the Firm SharesShares only, the Company hereby grants a nontransferable option to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, purchase up to three hundred thousand (300,000) additional shares an aggregate of 660,000 Option Shares as set forth on Schedule B hereto at the Common Stock (the “Option Shares”), representing fifteen percent (15%) of purchase price per share for the Firm Shares sold set forth in the offering, from the CompanySection 3 hereof. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. (b) The Over-allotment Option granted pursuant to Section 3.2(a) hereof Such option may be exercised by the Underwriter as to all Representatives on behalf of the several Underwriters on one (at any time1) or any more occasions in whole or in part during the period of thirty (from time to time) of the Option Shares within forty-five (4530) days after the Closing Date for date on which the Firm SharesShares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall not be under any obligation to purchase any the same proportion of the total number of Option Shares prior to be purchased by the several Underwriters pursuant to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth 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 and the date and time for delivery of and payment for the Option Shares (the “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 several Underwriters pursuant to 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 option granted by this Section 7 shall become obligated to sell to the Underwriter the number of the Option Shares specified in such notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares then being purchased. (c) The Firm Shares will be delivered by the Company to the Underwriter made against payment of the purchase price therefor by the several Underwriters by wire transfer of same same-day funds funds, payable to the order of the Company’s officesSelling Shareholders. Such delivery and payment shall take place at the offices of Long Aldrxxxx & Xormxx XXX, or 303 Xxxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 xx at such other location place as may be mutually acceptable, at 6:00 a.m. Pacific Time, agreed upon among the Representatives and the Selling Shareholders (i) on the second 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 if (ii) on a date which shall not be later than the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern Time, the thirdthird (3rd) full business day following the date hereofthe Selling Shareholders receives written notice of the exercise of such option, or 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 time location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date as the Underwriter of payment and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Actdelivery. If the Underwriter Representatives so electselect, delivery of the Option Shares may be made by credit through full fast transfer to the account accounts at The Depository Trust Company designated by the UnderwriterRepresentatives. For Dutch law purposesIt is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Underwritten 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 deemed subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Shareholders herein, to the accuracy of the statements of the Company, the Selling Shareholders and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Shareholders of their respective obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be a payment on reasonably satisfactory in form and substance to you and to Underwriters' Counsel, and you shall have been furnished with all such documents, certificates and opinions as you may request in order to evidence the Underwritten Sharesaccuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Shareholders or the satisfaction of any of the conditions herein contained.

Option Shares. (a) For On the purposes basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company and the Selling Shareholders hereby grant to the several Underwriters, for the purpose of covering any over-allotments in connection with the distribution and sale of the Firm SharesShares only, the Company hereby grants a nontransferable option to the Underwriters an option (the “Over-allotment Option”) to purchase, in the aggregate, purchase up to three hundred thousand (300,000) additional shares an aggregate of 450,000 Option Shares at the Common Stock (the “Option Shares”), representing fifteen percent (15%) of purchase price per share for the Firm Shares sold set forth in the offering, from the CompanySection 3 hereof. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. (b) The Over-allotment Option granted pursuant to Section 3.2(a) hereof Such option may be exercised by the Underwriter as to all Representatives on behalf of the several Underwriters on one (at any time1) or any more occasions in whole or in part during the period of thirty (from time to time) of the Option Shares within forty-five (4530) days after the Closing Date for date on which the Firm SharesShares are initially offered to the public, by giving written notice to the Company. The number of Option Shares to be purchased by each Underwriter upon the exercise of such option shall not be under any obligation to purchase any the same proportion of the total number of Option Shares prior to be purchased by the several Underwriters pursuant to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth 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 number of Option Shares to be sold by the Company and each Selling Shareholder is in the same proportion to the total number of Option Shares to be purchased by all the Underwriters under this Agreement as the number of Company Shares or Selling Shareholder Shares, as the case may be, set forth opposite the name of the Company or such Selling Shareholder in Schedule B hereto, is to the total number of Firm Shares to be purchased by all the Underwriters under this Agreement, adjusted by the Representatives in such manner as to avoid fractional shares. Delivery of definitive certificates for the Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “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 several Underwriters pursuant to 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 option granted by this Section 7 shall become obligated to sell to the Underwriter the number of the Option Shares specified in such notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares then being purchased. (c) The Firm Shares will be delivered by the Company to the Underwriter made against payment of the purchase price therefor by wire transfer of same the several Underwriters by certified or official bank check or checks drawn in same-day funds funds, payable to the order of the Company’s offices. Such delivery and payment shall take place at the offices of Fulbright & Jawoxxxx, XXP, 1301 XxXxxxxx, Xxxxx 0000, Houston, Texas 77010-3095 or at such other location place as may be mutually acceptable, at 6:00 a.m. Pacific Time, agreed upon among the Representatives and the Company (i) on the second 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 if (ii) on a date which shall not be later than the Firm Shares are priced, as contemplated by Rule 15c6-1(c) under the Exchange Act, after 4:30 p.m. Eastern Time, the thirdthird (3rd) full business day following the date hereofthe Company receives written notice of the exercise of such option, or 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 time location including, without limitation, in New York City, as you may reasonably request for checking at least one (1) full business day prior to the date of payment and delivery and will be in such names and denominations as you may request, such request to be made at least two (2) full business days prior to such date as the Underwriter of payment and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Actdelivery. If the Underwriter Representatives so electselect, delivery of the Option Shares may be made by credit through full fast transfer to the account accounts at The Depository Trust Company designated by the UnderwriterRepresentatives. For Dutch law purposesIt is understood that you, individually, and not as the Representatives of the several Underwriters, may (but shall not be obligated to) make payment of the purchase price on behalf of any Underwriter or Underwriters whose check or checks shall not have been received by you prior to the date of payment and delivery for the Underwritten 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 deemed subject (as of the date hereof and as of the date of payment and delivery for such Option Shares) to the accuracy of and compliance with the representations, warranties and agreements of the Company and the Selling Shareholders herein, to the accuracy of the statements of the Company, the Selling Shareholders and officers of the Company made pursuant to the provisions hereof, to the performance by the Company and the Selling Shareholders of their respective obligations hereunder, to the conditions set forth in Section 6 hereof, and to the condition that all proceedings taken at or prior to the payment date in connection with the sale and transfer of such Option Shares shall be a payment on 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 Underwritten Sharesaccuracy and completeness of any of the representations, warranties or statements, the performance of any of the covenants or agreements of the Company and the Selling Shareholders or the satisfaction of any of the conditions herein contained.

Option Shares. (a) For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company The Stockholders hereby grants grant to the Underwriters Purchasers, according to the allocation 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), an irrevocable option (the “Over-allotment "Option”") to purchase, in whole or in part, on one or more occasions, 1,000,000 Shares at a purchase price equal to $30.00 per share (the aggregate, up "Per Share Amount") at any time prior to three hundred thousand (300,000) additional shares the close of business on the third anniversary of the Common Stock (Closing Date. In addition, the “Option Shares”), representing fifteen percent (15%) Stockholders represent and covenant that they will at all times during the term of the Firm Option hold at least 1,000,000 Shares sold in free and clear of all Liens for delivery upon exercise of the offering, from the Company. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to belowOption. (b) The Over-allotment Option granted pursuant to Section 3.2(a) hereof Each Purchaser may be exercised by exercise its portion of the Underwriter as to all (Option, in whole or in part, at any time) or any part (time and from time to time) of the Option Shares within forty-five (45) days , after the Closing Date for Date; provided, however, that except as provided in the Firm Shares. The Underwriter shall not be under any obligation to purchase any last sentence of the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “Option Closing Date”this Section 3(b), 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 shall terminate and be as set forth in of no further force and effect upon the notice. Upon exercise close of business on the third anniversary of the Over-allotment Option with respect Closing Date. Notwithstanding the termination of the Option, each Purchaser shall be entitled to all or any exercise its portion of the Option Shares subject if it has given written notice of its intent to the terms and conditions set forth herein, (i) the Company shall become obligated to sell to the Underwriter the number exercise its portion of the Option Shares specified in such notice and (ii) accordance with the Underwriter shall purchase that portion of terms hereof prior to the total number termination of the Option Shares then being purchasedand 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) The Firm Shares will be delivered by In the Company event that a Purchaser wishes to exercise its portion of the Option, it shall send to the Underwriter against payment 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 price therefor 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 other 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, (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 place of the Option Closing shall be at the offices of Wachtell, Lipton, Rosex & Xatz, 00 Wxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx, xxd 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 in immediately available funds by wire transfer of same day funds payable to the order of the Company’s offices, or a bank account designated in writing by such 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 Exchange Act, after 4:30 p.m. Eastern Time, the third) full business day following the date hereof, or at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1Stockholder. (ae) under At the Exchange Act. If Option Closing, simultaneously with the Underwriter so elects, 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 Closing, which shares shall be free and clear of all Liens, claims, charges and encumbrances of any kind whatsoever, except for such encumbrances or proxies in favor of the Purchasers arising hereunder, and a new Option evidencing the rights of such 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 may for purchase in the Option shall be made by credit through full fast transfer appropriately adjusted in the event of any merger, reorganization, consolidation, recapitalization, spinoff, split or reverse split, extraordinary distribution with respect to the account at The Depository Trust Company designated by Shares or other change in the Underwriter. For Dutch law purposes, the payment structure of the purchase price for Company affecting the Underwritten Shares will be deemed to be a payment on the Underwritten Shares.

Option Shares. (a1) For the purposes of covering any over-allotments in connection with the distribution and sale of the Firm Shares, the Company The Vendor hereby grants to the Underwriters Company the non-transferable and non-assignable right to purchase for cancellation from the Vendor, on the same terms, conditions and limitations (including on an option “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 “Over-allotment Option”Closing, subject to its receipt of the Purchase Price in immediately available funds, a duly executed and delivered Mutual Release, the duly executed and delivered Escrow Agreement and the duly completed and signed forms contemplated in Section 4.2, the Vendor shall deliver to the Company’s transfer agent the irrevocable written instructions pursuant to in Section 5.3(a) and to purchasethe 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 transferrable or assignable, and, unless the Vendor has provided his written consent in advance, in the aggregateVendor’s sole and absolute discretion, 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 the offering, from the Company. The purchase price to shall only be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued exercisable directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to belowstrict compliance with this Section 6. (b5) The Over-allotment Option granted pursuant None of the Vendor, its affiliates and associates, its and their agents, representatives and advisors and their respective successors and assigns shall be liable to Section 3.2(a) hereof may be exercised by the Underwriter as to all (at any time) Company or any part other ECG Party for any loss resulting from (from time to time1) a decline in the market value of any Option Shares or (2) any change in the market price of the Option Shares within forty-five (45) days after between the Closing Date for date of grant and the Firm Shares. The Underwriter shall not be under any obligation to time of purchase any of the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Underwriter, setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for the Option Shares (the “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 the Option Shares specified in such notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares then being purchased. (c) The Firm Shares will be delivered by the Company to the Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company’s offices, or such 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 Exchange Act, after 4:30 p.m. Eastern Time, the third) full business day following the date hereof, or at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Act. If the Underwriter so elects, 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 a payment on the Underwritten Sharesthis Section 6.

Option Shares. (a) For the purposes of covering Company acknowledges that any over-allotments in connection with the distribution and sale of the Firm Shares, the Company hereby grants to the Underwriters an option (the “Over-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 the offering, which it may acquire from the Company. The purchase price to be paid per Option Share shall be equal to the Per Share Price. The Option Shares shall be issued directly by the Company and shall have the rights and privileges described in the Registration Statement, the Pricing Disclosure Package and the Prospectus referred to below. (b) The Over-allotment Option granted Client 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 Closing Date for the Firm Shares. The Underwriter shall not be under any obligation to purchase any of the Option Shares prior to the exercise of the Over-allotment OptionOptions provided for herein will not have been registered pursuant to the Securities Act of 1933, as amended (the "Securities Act"), and therefore may not be sold or transferred by Company except in the event that such shares are the subject of a registration statement or any future sale or transfer in, in the opinion of counsel for client, exempt from such registration provisions. Company acknowledges that any shares which it may acquire pursuant to the exercise of the Options sill be for its own account and for investment purposes only and not with a view to the resale or redistribution of same. Company further consents that the following legend be place upon all certificates for shares of Common Stock which may be issued to Company upon the exercise of the Options: "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AMENDED (THE "ACT") AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION THAT SUCH REGISTRATION IS NOT REQUIRED." Company further consents that no stop transfer instructions being placed against all certificates may not be issued to it upon the exercise of the Options. (i) Upon the written demand of the Company, the Client shall file a Registration Statement under the Securities Act, covering the Shares issuable upon exercise of the Options to the extent the Shares qualify for registration. The Over-allotment Option granted hereby may be exercised by Client shall bear all costs and expenses attributable to such registration, excluding fees and expenses of Company's counsel and any underwriting or selling commission. Client shall maintain the giving effectiveness of such registration throughout the term of this Agreement and for a 120 day period thereafter. (ii) Notwithstanding the foregoing, if the Shares issuable upon exercise of the Options are not otherwise registered under the Securities Act and the Client shall at any time after the date hereof propose to file a registration statement under the Securities Act, which registration statement shall include shares of Common Stock of Client or any selling shareholder, Client shall give written notice to the Company from the Underwriter, setting forth the number of the Option such proposed registration and will permit Company to include in such registration all Shares to be purchased and the date and time for delivery which it has acquired as of and payment for the Option Shares (the “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 The Client shall bear all costs and expenses attributable to such registration, excluding fees and expenses of the Over-allotment Option with respect to all Company's counsel and any underwriting 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 the Option Shares specified in such notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares then being purchased. (c) The Firm Shares will be delivered by the Company to the Underwriter against payment of the purchase price therefor by wire transfer of same day funds payable to the order of the Company’s offices, or such 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 Exchange Act, after 4:30 p.m. Eastern Time, the third) full business day following the date hereof, or at such other time and date as the Underwriter and the Company determine pursuant to Rule 15c6-1 (a) under the Exchange Act. If the Underwriter so elects, 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 a payment on the Underwritten Shares.selling commission