Common use of Option to Acquire Additional Shares Clause in Contracts

Option to Acquire Additional Shares. (a) The Company hereby grants to Parent and Purchaser an irrevocable option (the "Purchaser Option") to purchase up to that number of newly issued shares of the Company Common Stock (the "Purchaser Option Shares") equal to the number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Parent, Purchaser and their affiliates immediately following consummation of the Offer, shall constitute one share more than ninety percent (90%) of the shares of Company Common Stock then outstanding on a fully diluted basis (after giving effect to the issuance of the Purchaser Option Shares) for a consideration per Purchaser Option Share equal to the Offer Price. (b) Such Purchaser Option shall be exercisable only after the purchase of and payment for shares of Company Common Stock pursuant to the Offer by Parent or Purchaser as a result of which Parent, Purchaser and their affiliates own beneficially at least 80% of the outstanding shares of the Company Common Stock. Such Purchaser Option shall not be exercisable if the number of shares of Company Common Stock subject thereto exceeds the number of authorized shares of Company Common Stock available for issuance. (c) In the event Parent and Purchaser wish to exercise the Purchaser Option, Purchaser shall give the Company one-day prior written notice specifying the number of shares of the Company Common Stock that are or will be owned by Parent, Purchaser and their affiliates immediately following consummation of the Offer and specifying a place and a time for the closing of such purchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Purchaser specifying the number of Purchaser Option Shares. At the closing of the purchase of the Purchaser Option Shares, the portion of the purchase price owing upon exercise of such Purchaser Option which equals the product of (x) the number of shares of Company Common Stock purchased pursuant to such Purchaser Option, multiplied by (y) the Offer Price, shall be paid to the Company in cash by wire transfer or cashier's check.

Option to Acquire Additional Shares. (a) The Company hereby grants to Parent and Purchaser an irrevocable option (the "“Purchaser Option"”) to purchase up to that number of newly issued and treasury shares of the Company Common Stock (the "“Purchaser Option Shares"”) equal to the number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Parent, Purchaser and their affiliates immediately following consummation of the Offer, shall constitute one share more than ninety percent (90%) of the shares of Company Common Stock then outstanding on a fully diluted basis Fully Diluted Basis (after giving effect to the issuance of the Purchaser Option Shares) for a consideration per Purchaser Option Share equal to the Offer PriceConsideration. (b) Such The Purchaser Option shall be exercisable only after the purchase of and payment for shares of Company Common Stock pursuant to the Offer by Parent or Purchaser as a result of which Parent, Purchaser and their affiliates Affiliates own beneficially at least 80% of the outstanding shares of the Company Common Stock. Such Purchaser Option shall not be exercisable if to the extent the number of shares of Company Common Stock subject thereto exceeds the number of authorized shares of Company Common Stock available for issuance. (c) In the event Parent and Purchaser wish to exercise the Purchaser Option, Purchaser shall give the Company one-day one (1) Business Day prior written notice specifying the number of shares of the Company Common Stock that are or will be owned by Parent, Purchaser and their affiliates Affiliates immediately following consummation of the Offer and specifying a place and a time for the closing of such purchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Purchaser specifying the number of Purchaser Option Shares. At the closing of the purchase of the Purchaser Option Shares, the portion of the purchase price owing upon exercise of such Purchaser Option which equals the product of (x) the number of shares of Company Common Stock purchased pursuant to such Purchaser Option, multiplied by (y) the Offer PriceConsideration, shall be paid to the Company in cash by wire transfer or cashier's ’s check.

Option to Acquire Additional Shares. (a) The Company hereby grants to Parent and Purchaser Merger Sub an irrevocable option (such options together the "Purchaser “Additional Share Option") ”), to purchase from the Company up to that number of newly issued and treasury shares of the Company Common Stock (the "Purchaser Option “Additional Shares"”) equal to the number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Parent, Purchaser Parent and their affiliates Merger Sub immediately following the consummation of the Offer, Offer shall constitute one share more than ninety percent (90%) of the shares of Company Common Stock then outstanding on a fully diluted basis % (after giving effect to the issuance of the Purchaser Option Additional Shares) of the Fully Diluted Shares (such threshold, the “Short-Form Threshold”) for a consideration per Purchaser Option Additional Share equal to the Offer PricePrice (such consideration, in the aggregate, the “Additional Share Option Consideration”). For the avoidance of doubt, the Additional Share Option shall terminate immediately upon termination of this Agreement. (b) Such Purchaser Option shall be exercisable only after the purchase The number of and payment for shares of Company Common Stock pursuant issuable upon exercise of the Additional Share Option shall be reduced to the Offer by Parent or Purchaser as a result of which Parent, Purchaser and their affiliates own beneficially at least 80% of the outstanding shares of the Company Common Stock. Such Purchaser Option shall not be exercisable if extent that (i) the number of shares of Company Common Stock subject thereto (as determined immediately after the consummation of the Offer) exceeds the number of shares of Company Common Stock held in treasury by the Company plus the number of authorized shares of Company Common Stock available for issuance, or (ii) any provision of any applicable Law shall prohibit the exercise of the Additional Share Option or the delivery of the Additional Shares in respect of such exercise. The Additional Share Option shall not be exercisable until Merger Sub has accepted for payment all shares of Company Common Stock validly tendered and not withdrawn in the Offer. (c) In the event Parent and Purchaser or Merger Sub wish to exercise the Purchaser Additional Share Option, Purchaser Parent or Merger Sub shall give the Company one-one day prior written notice specifying the number of shares of the Company Common Stock that are or will be owned by Parent, Purchaser Parent and their affiliates Merger Sub immediately following consummation of the Offer and specifying a place and a time for the closing of such purchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Purchaser the Additional Share Option and specifying the number of Purchaser Additional Shares to be purchased pursuant to the Additional Share Option Sharesand the Additional Share Option Consideration. At The closing of the Additional Share Option shall occur immediately after the closing of the purchase Offer. Parent and Merger Sub shall pay the Additional Share Option Consideration at the closing of the Purchaser Additional Share Option. The Additional Share Option SharesConsideration may be paid, at the portion option of Parent, in whole or in combination, by (a) cash by wire transfer or cashier’s check or (b) a promissory note (w) having a principal amount equal to the amount of the purchase price owing upon exercise of such Purchaser Additional Share Option which equals the product of (x) the number of shares of Company Common Stock purchased pursuant to such Purchaser Option, multiplied by (y) the Offer Price, shall be Consideration not paid to the Company in cash by wire transfer or cashier's ’s check, (x) bearing interest at the rate of interest that would be payable by Parent on similar bank borrowing as of the date of the promissory note, (y) maturing on the first anniversary of the date of execution and delivery of such promissory note, and (z) which may be prepaid at any time and from time to time, in whole or in part, without premium or penalty. (d) Parent and Merger Sub acknowledge that the Additional Shares which Parent or Merger Sub may acquire upon exercise of the Additional Share Option shall not be registered under the Securities Act, and shall be issued in reliance upon an exemption for transactions not involving a public offering. Parent and Merger Sub agree that the Additional Share Option, and the Additional Shares to be acquired upon exercise of the Additional Share Option, if any, are being and shall be acquired by Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof (within the meaning of the Securities Act).

Option to Acquire Additional Shares. (a) The Company hereby grants to Parent and Purchaser an irrevocable option (the "“Purchaser Option"”) to purchase up to that number of newly issued shares of the Company Common Stock Shares (the "“Purchaser Option Shares"”) equal to the number of shares of Company Common Stock Shares that, when added to the number of shares of Company Common Stock Shares owned by Parent, Purchaser Parent and their affiliates its Subsidiaries immediately following consummation of the Offer, shall constitute one share Share more than ninety percent (90%) of the shares of Company Common Stock Shares then outstanding on a fully diluted basis (after giving effect to the issuance of the Purchaser Option Shares) for a consideration cash purchase price per Purchaser Option Share equal to the Offer Price. ; provided, that (bi) Such the number of Purchaser Option Shares shall not exceed that number which is equal to nineteen and nine-tenths percent (19.9%) of the Shares outstanding on the date of this Agreement and (ii) the Purchaser Option may not be exercisable only exercised unless, following the Appointment Time or after a subsequent offer period, more than eighty percent (80%) of the purchase of then outstanding Shares have been validly tendered and payment for shares of Company Common Stock not withdrawn pursuant to the Offer by Parent or Purchaser as a result of which Parent, Purchaser and their affiliates own beneficially at least 80% of the outstanding shares Offer. The obligation of the Company Common Stock. Such to deliver the Purchaser Option Shares upon the exercise of the Purchaser Option is subject to the condition that no provision of any applicable Law and no judgment, injunction, order or decree shall not prohibit the exercise of the Purchase Option or the delivery of the Purchaser Option Shares in respect of such exercise. The Purchaser Option may be exercisable if exercised by Purchaser at any time during the number five (5) Business Days after the Appointment Time or subsequent offer period at which the criteria for exercise of shares of Company Common Stock subject thereto exceeds the number of authorized shares of Company Common Stock available for issuance. (c) In the event Parent and Purchaser wish Option are satisfied. If Purchaser wishes to exercise the Purchaser Option, Purchaser shall give the Company one-day prior written notice within such five (5) Business Day period specifying the number of shares of Shares that Purchaser wishes to purchase pursuant to the Company Common Stock that are or will be owned by Parent, Purchaser Option and their affiliates immediately following consummation of the Offer and specifying a place and a time (which shall be at least two (2), but not more than five (5), Business Days after the date of delivery of such written notice) for the closing of such purchase. The Company shallAt such closing, as soon as practicable following receipt (i) the purchase price in respect of such notice, deliver written notice to exercise of the Purchaser specifying Option (which shall equal the product of (A) the number of Purchaser Option Shares. At the closing of the purchase of the Purchaser Option Shares, the portion of the purchase price owing upon exercise of such Purchaser Option which equals the product of Shares and (x) the number of shares of Company Common Stock purchased pursuant to such Purchaser Option, multiplied by (yB) the Offer Price, ) shall be paid to the Company in cash immediately available funds by wire transfer to an account designated by the Company, and (ii) the Company shall deliver to Purchaser a certificate or cashier's checkcertificates representing the number of Shares so purchased. The Company agrees that it shall reserve (and maintain free from preemptive rights) sufficient authorized but unissued Shares (none of which shall be treasury shares) so that the Purchaser Option may be exercised without additional authorization of Shares (after giving effect to all other Company Stock Options, Company Warrants, convertible securities and other rights to purchase Shares).

Option to Acquire Additional Shares. (a) The Company hereby grants to Parent and Purchaser an irrevocable option (the "“Purchaser Option") ”), exercisable in accordance with this Section 1.5, to purchase up to that number of newly issued shares of the Company Common Stock (the "“Purchaser Option Shares"”) equal to the number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock Shares owned by Parent, Purchaser Parent and their affiliates its Subsidiaries immediately following consummation of the OfferOffer (or a “subsequent offering period”), shall constitute one share more than ninety percent (90%) % of the shares of Company Common Stock Shares then outstanding on a fully diluted basis (after giving effect to the issuance of the Purchaser Option Shares) for a consideration cash purchase price per Purchaser Option Share equal to the Offer Price. (b) Such Purchaser Option shall be exercisable only after ; provided, however, that the purchase of and payment for shares of Company Common Stock pursuant to the Offer by Parent or Purchaser as a result of which Parent, Purchaser and their affiliates own beneficially at least 80% of the outstanding shares of the Company Common Stock. Such Purchaser Option shall not be exercisable if unless, immediately after such exercise and the issuance of Shares pursuant thereto, Purchaser would hold at least one (1) more Share than ninety percent (90%) of the Shares then outstanding on a fully diluted basis (assuming the issuance of the Purchaser Option Shares); provided, further, that the number of shares Purchaser Option Shares shall not exceed that number equal to 19.9% of Company Common Stock subject thereto exceeds the number Shares outstanding on the date of authorized shares this Agreement. The Purchaser Option may be exercised by Purchaser at any time within five Business Days after Purchaser’s acceptance of Company Common Stock available and payment for issuance. Shares pursuant to the Offer (cor a “subsequent offering period”) In in accordance with the event Parent and terms of this Agreement. If Purchaser wish wishes to so exercise the Purchaser Option, Purchaser shall give the Company one-day prior written notice within such five-Business Day period specifying the number of shares of the Company Common Stock that are or will be owned by Parent, Purchaser wishes to purchase pursuant to the Purchaser Option and their affiliates immediately following consummation of the Offer and specifying a place and a time (which shall be at least two, but not more than five, Business Days after the date of delivery of such written notice) for the closing of such purchase. The Company shallAt such closing, as soon as practicable following receipt (i) the purchase price in respect of such notice, deliver written notice to Purchaser specifying the number of Purchaser Option Shares. At the closing of the purchase exercise of the Purchaser Option Shares, the portion of the purchase price owing upon exercise of such Purchaser Option (which equals shall equal the product of (x) the number of shares of Company Common Stock being purchased pursuant to such the Purchaser Option, multiplied by Option and (y) the Offer Price, ) shall be paid to the Company Company, at the election of Parent, in cash either (1) immediately available funds by wire transfer to an account designated by the Company or cashier's check(2) immediately available funds by wire transfer to an account designated by the Company in an amount equal to not less than the aggregate par value of the Purchaser Option Shares and an unsecured promissory note from the Purchaser having a principal amount equal to the balance of the aggregate purchase price for the Purchaser Option Shares, and (ii) the Company shall deliver to Purchaser a certificate or certificates representing the number of shares of Company Common Stock so purchased. Any such promissory note shall bear interest at the rate of interest that would be payable by Parent for a similar term of borrowing as of the date of the promissory note, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid at any time and from time to time, in whole or in part, without premium or penalty. The Company agrees that it shall reserve (and maintain free from preemptive rights) sufficient authorized but unissued shares of Common Stock so that the Purchaser Option may be exercised without additional authorization of shares of Common Stock (after giving effect to all other options, warrants, convertible securities and other rights to purchase shares of Common Stock).

Option to Acquire Additional Shares. (a) The Company hereby grants to Parent and Purchaser an irrevocable option (the "Purchaser “Top-Up Option"”) to purchase up to that a number of newly newly-issued shares of common stock of the Company Common Stock (the "Purchaser “Top-Up Option Shares"”) equal to the lowest number of shares of Company Common Stock that, that when added to the number of shares of Company Common Stock Shares collectively owned by Parent, Parent and Purchaser and their affiliates immediately following consummation at the time of the Offer, such exercise shall constitute one share more than ninety percent (90%) of the shares Shares (inclusive of Company Common Stock then outstanding on a fully diluted basis (after giving effect to the issuance of the Purchaser such Top-Up Option Shares) for at a consideration purchase price per Purchaser Top-Up Option Share (the “Top-Up Option Purchase Price”) equal to the Offer PriceConsideration or such higher price per share, if applicable, paid upon the Acceptance Date; provided, however, that in no event shall the number of Top-Up Option Shares exceed (i) a number that would require the Company to obtain approval of its stockholders under applicable Law, or under the regulations of any stock exchange applicable to the Company, in connection with such issuance, or (ii) the Company’s then authorized and unissued shares of common stock. Purchaser may exercise the Top-Up Option at any time after the Acceptance Date. Purchaser shall exercise the Top-Up Option by sending the Company a written notice (an “Exercise Notice,” and the date on which such Notice is given, the “Notice Date”) specifying the denominations of the certificate or certificates evidencing the Top-Up Option Shares which Purchaser wishes to receive and the place for the closing of the purchase and sale pursuant to the Top-Up Option (the “Top-Up Option Closing”) and a date not earlier than one (1) Business Day nor later than five (5) Business Days after the Notice Date for the Top-Up Option Closing; provided, however, that (i) if the Top-Up Option Closing cannot be consummated by reason of any applicable Laws, 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, Purchaser and the Company shall promptly file the required notice or application for approval and shall cooperate in the expeditious filing of such notice or application, and 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 Company shall, promptly after receipt of the Exercise Notice, deliver a written notice to Purchaser confirming the number of Top-Up Option Shares and the Top-Up Option Purchase Price therefor. (b) Such At the Top-Up Option Closing (i) the Company shall deliver to Purchaser (against payment as herein provided) a certificate or certificates evidencing the applicable number of Top-Up Option Shares (in the denominations designated by Purchaser in the Exercise Notice) and (ii) Purchaser shall purchase each Top-Up Option Share from the Company at the Top-Up Option Purchase Price specified in Section 5.12(a) above. Payment by Purchaser of the Top-Up Option Purchase Price for the Top-Up Option Shares may be made, at the option of Purchaser, by delivery of (i) immediately available funds by wire transfer to an account designated by Company and/or (ii) a promissory note, in form and substance reasonably satisfactory to the Company and in a principal face amount equal to the aggregate amount of the Top-Up Option Purchase Price, which promissory note shall be exercisable only after payable in full with accrued interest immediately at the purchase of and payment for shares of Company Common Stock pursuant to the Offer by Parent Effective Time. Failure or Purchaser as a result of which Parent, Purchaser and their affiliates own beneficially at least 80% of the outstanding shares refusal of the Company Common Stock. Such Purchaser Option shall not be exercisable if to confirm the number of shares Top-Up Option Shares or the Top-Up Option Purchase Price as required by Section 5.12(a) above or to designate a bank account for receipt of wire transfer shall not preclude Purchaser from exercising the Top-Up Option by delivering a bank check or promissory note in the amount of the Top-Up Option Purchase Price to the Company Common Stock subject thereto exceeds at the number address set forth in Section 8.6 no later than the date of authorized shares the Top-Up Option Closing. Upon the delivery by Purchaser to the Company of the Top-Up Option Purchase Price for the Top-Up Option Shares, to the extent permitted by applicable Laws, Purchaser shall be deemed the holder of record of the Top-Up Option Shares, notwithstanding that the stock transfer books of the Company Common Stock available for shall then be closed or that certificates representing the Top-Up Option Shares shall not then be actually delivered to Purchaser. The Company shall pay all expenses, and any and all federal, state and local taxes and other charges, that may be payable in connection with the preparation, issuance, and delivery of stock certificates under this Section 5.12. (c) In The Top-Up Option shall terminate on the event Parent and Purchaser wish “Option Termination Date,” which shall occur upon the earlier to exercise occur of the Purchaser OptionEffective Time or the termination of this Agreement pursuant to Article 7. Notwithstanding the occurrence of the Option Termination Date, Purchaser shall give the Company one-day prior written notice specifying the number be entitled to purchase, and, as described in Section 5.12(b), upon tender of shares payment of the Company Common Stock that are or will Top-Up Option Purchase Price shall be owned by Parent, Purchaser and their affiliates immediately following consummation of the Offer and specifying a place and a time for the closing of such purchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice deemed to Purchaser specifying the number of Purchaser Option Shares. At the closing of the purchase of the Purchaser Option Shareshave purchased, the portion of Top-Up Option Shares if it has provided the purchase price owing upon exercise of such Purchaser Option which equals the product of (x) the number of shares of Company Common Stock purchased pursuant to such Purchaser Option, multiplied by (y) the Offer Price, shall be paid Exercise Notice to the Company in cash accordance with the terms hereof prior to such termination, and the occurrence of the Option Termination Date shall not affect any rights hereunder which by wire transfer their terms do not terminate or cashier's checkexpire prior to or as of such date.

Option to Acquire Additional Shares. (a) The Company hereby grants to Parent and Purchaser Merger Sub an irrevocable option (the "Purchaser “Top-Up Option") ”), exercisable in accordance with this Section 2.7, to purchase up to that number of newly issued shares of the Company Common Stock (the "Purchaser “Top-Up Option Shares"”) equal to the number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock Shares owned by Parent, Purchaser Parent and their affiliates its subsidiaries immediately following consummation of the Offer, shall constitute one share more than ninety percent (90%) % of the shares of Company Common Stock Shares then outstanding on a fully diluted basis (after giving effect to the issuance of the Purchaser Top-Up Option Shares) for a consideration cash purchase price per Purchaser Top-Up Option Share equal to the Offer Price. ; provided, however, that the number of Top-Up Option Shares shall not exceed the number equal to 19.9% of the Shares outstanding immediately prior to the issuance of the Top-Up Option Shares. The Top-Up Option may be exercised by Merger Sub at any one time before the Effective Time within thirty (b30) Such Purchaser Option shall be exercisable only business days after the purchase of Merger Sub’s acceptance of, and payment for shares of Company Common Stock Shares pursuant to the Offer by Parent or Purchaser as a result in accordance with the terms of which Parentthis Agreement. If Merger Sub wishes to so exercise the Top-Up Option, Purchaser and their affiliates own beneficially at least 80% of the outstanding shares of Merger Sub shall give the Company Common Stock. Such Purchaser Option shall not be exercisable if written notice within such thirty (30)-business day period specifying the number of shares of Company Common Stock subject thereto exceeds that Merger Sub wishes to purchase pursuant to the number of authorized shares of Company Common Stock available for issuance. (c) In the event Parent Top-Up Option and Purchaser wish to exercise the Purchaser Option, Purchaser shall give the Company one-day prior written notice specifying the number of shares of the Company Common Stock that are or will be owned by Parent, Purchaser and their affiliates immediately following consummation of the Offer and specifying a place and a time (which, subject to applicable Law and any required regulatory approvals, shall be at least two (2), but not more than five (5), business days after the date of delivery of such written notice) for the closing of such purchase. The Company shallAt such closing, as soon as practicable following receipt of such notice, deliver written notice to Purchaser specifying the number of Purchaser Option Shares. At the closing of the purchase of the Purchaser Option Shares, the portion of (i) the purchase price owing upon in respect of such exercise of such Purchaser the Top-Up Option (which equals shall equal the product of (x) the number of shares of Company Common Stock being purchased pursuant to such Purchaser Option, multiplied by the Top-Up Option and (y) the Offer Price, ) shall be paid to the Company in cash immediately available funds by wire transfer to an account designated by the Company, and (ii) the Company shall deliver to Merger Sub a certificate or cashier's checkcertificates representing the number of shares of Company Common Stock so purchased. The Company agrees that it shall reserve (and maintain free from preemptive rights) sufficient authorized but unissued shares of Common Stock so that the Top-Up Option may be exercised without additional authorization of shares of Company Common Stock (after giving effect to all other options, warrants, convertible securities and other rights to purchase shares of Company Common Stock). Merger Sub shall acquire the Top-Up Option Shares for investment purposes only and not with a view to any distribution thereof, and will not sell any Top-Up Option Shares purchased pursuant to this Section except in compliance with the Securities Act of 1933, as amended.

Option to Acquire Additional Shares. (a) The In the event that the number of Preferred Shares tendered and accepted pursuant to the Offer exceed ninety percent (90%) of all Preferred Shares issued and outstanding on the date the Offer is consummated, the Company hereby grants to Parent and Purchaser an irrevocable option (the "Purchaser “Top-Up Option"”) to purchase up to that a number of newly issued shares of the Company Common Stock Shares (the "Purchaser “Top-Up Option Shares"”) equal to the lowest number of shares of Company Common Stock that, Shares that when added to the number of shares of Company Common Stock Shares directly or indirectly owned by Parent, Purchaser and their affiliates immediately following consummation Parent at the time of the Offer, such exercise shall constitute one share more than ninety percent (90%) of the shares number of Company Common Stock then outstanding Shares on a fully diluted basis Fully Diluted Basis at a cash purchase price per Common Share (after giving effect to the issuance of the Purchaser “Top-Up Option SharesPurchase Price”) for a consideration per Purchaser Option Share equal to the Common Share Offer PriceConsideration or such higher price per share, if applicable, paid upon acceptance for payment of all Common Shares validly tendered and not withdrawn pursuant to the Offer on the expiration date of the Offer; provided, however, that in no event shall the number of Top-Up Option Shares exceed (i) a number that would require the Company to obtain approval of its shareholders under applicable Law in connection with such issuance, or (ii) the Company’s then authorized and unissued Common Shares. Parent may exercise the Top-Up Option in whole or in part at any time after the acceptance to payment and payment for Shares by Purchaser in the Offer. Parent shall exercise the Top-Up Option by sending the Company a written notice (an “Exercise Notice,” and the date on which such Notice is given, the “Notice Date”) specifying the denominations of the certificate or certificates evidencing the Top-Up Option Shares which Parent wishes to receive and the place for the closing of the purchase and sale pursuant to the Top-Up Option (the “Top-Up Option Closing”) and a date not earlier than one (1) Business Day nor later than five (5) Business Days after the Notice Date for the Top-Up Option Closing; provided, however, that (i) if the Top-Up Option Closing cannot be consummated by reason of any applicable Laws, 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, Parent and the Company shall promptly file the required notice or application for approval and shall cooperate in the expeditious filing of such notice or application, and 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 Company shall, promptly after receipt of the Exercise Notice, deliver a written notice to Parent confirming the number of Top-Up Option Shares and the Top-Up Option Purchase Price therefor. (b) Such Purchaser At the Top-Up Option Closing (i) the Company shall deliver to Parent (against payment as herein provided) a certificate or certificates evidencing the applicable number of Top-Up Option Shares (in the denominations designated by Parent in the Exercise Notice) and (ii) Parent shall purchase each Top-Up Option Share from the Company at the Top-Up Option Purchase Price specified in Section 5.12(a) above. Payment by Parent of the Top-Up Option Purchase Price for the Top-Up Option Shares may be made, at the option of Parent, by delivery of (i) immediately available funds by wire transfer to an account designated by Company and/or (ii)(A) an amount equal to the number of Top-Up Option Shares to be issued multiplied by the par value of such Top-Up Option Shares, payable by certified or cashier’s check, plus (B) a promissory note, in form and substance reasonably satisfactory to the Company and in a principal face amount equal to the aggregate amount of the Top-Up Option Purchase Price less the cash payment described in the foregoing clause (A), which promissory note shall be exercisable only after payable in full with accrued interest immediately at the purchase of and payment for shares of Company Common Stock pursuant to the Offer by Parent Effective Time. Failure or Purchaser as a result of which Parent, Purchaser and their affiliates own beneficially at least 80% of the outstanding shares refusal of the Company Common Stock. Such Purchaser Option shall not be exercisable if to confirm the number of shares Top-Up Option Shares or the Top-Up Option Purchase Price as required by Section 5.12(a) above or to designate a bank account for receipt of wire transfer shall not preclude Parent from exercising the Top-Up Option by delivering a bank check or promissory note in the amount of the Top-Up Option Purchase Price to the Company Common Stock subject thereto exceeds at the number address set forth in Section 8.6 no later than the date of authorized shares the Top-Up Option Closing. Upon the delivery by Parent to the Company of the Top-Up Option Purchase Price for the Top-Up Option Shares, to the extent permitted by applicable Laws, Parent shall be deemed the holder of record of the Top-Up Option Shares, notwithstanding that the stock transfer books of the Company Common Stock available for shall then be closed or that certificates representing the Top-Up Option Shares shall not then be actually delivered to Parent. The Company shall pay all expenses, and any and all federal, state and local taxes and other charges, that may be payable in connection with the preparation, issuance, and delivery of stock certificates under this Section 5.12. (c) In The Top-Up Option shall terminate on the event Parent and Purchaser wish “Option Termination Date,” which shall occur upon the earlier to exercise the Purchaser Option, Purchaser shall give the Company one-day prior written notice specifying the number of shares occur of the Company Common Stock that are Effective Time or will be owned by Parent, Purchaser and their affiliates immediately following consummation the termination of this Agreement pursuant to Article 7. Notwithstanding the occurrence of the Offer and specifying a place and a time for the closing of such Option Termination Date, Parent shall be entitled to purchase. The Company shall, and, as soon as practicable following receipt described in Section 5.12(b), upon tender of such notice, deliver written notice to Purchaser specifying the number of Purchaser Option Shares. At the closing payment of the purchase of the Purchaser Top-Up Option SharesPurchase Price shall be deemed to have purchased, the portion of Top-Up Option Shares if it has provided the purchase price owing upon exercise of such Purchaser Option which equals the product of (x) the number of shares of Company Common Stock purchased pursuant to such Purchaser Option, multiplied by (y) the Offer Price, shall be paid Exercise Notice to the Company in cash accordance with the terms hereof prior to such termination, and the occurrence of the Option Termination Date shall not affect any rights hereunder which by wire transfer their terms do not terminate or cashier's checkexpire prior to or as of such date.

Option to Acquire Additional Shares. (a) The Company Launch hereby grants to Parent Yahoo! and Purchaser an irrevocable option (the "Purchaser OptionPURCHASER OPTION") to purchase up to that number of newly issued shares of the Company Launch Common Stock (the "Purchaser Option PURCHASER OPTION Shares") equal to the number of shares of Company Launch Common Stock that, when added to the number of shares of Company Launch Common Stock owned by ParentYahoo!, Purchaser and their affiliates the other direct and indirect wholly owned subsidiaries of Yahoo! immediately following the consummation of the Offer, shall constitute one share more than ninety percent (90%) of the shares of Company Launch Common Stock then outstanding on a fully diluted basis (after giving effect to the issuance of the Purchaser Option Shares) for a consideration per Purchaser Option Share equal to the Offer Price. (b) Such Purchaser Option shall be exercisable only after the purchase of and payment for shares of Company Launch Common Stock pursuant to the Offer by Parent Yahoo! or Purchaser as a result of which ParentYahoo!, Purchaser and their affiliates the other direct and indirect wholly owned subsidiaries of Yahoo! own beneficially at least 80% seventy-five percent (75%) of the outstanding shares of the Company Launch Common Stock. Such Purchaser Option shall not be exercisable if the number of shares of Company Launch Common Stock subject thereto exceeds the number of authorized shares of Company Launch Common Stock available for issuance. (c) In the event Parent Yahoo! and Purchaser wish to exercise the Purchaser Option, Purchaser shall give the Company one-day Launch one day's prior written notice specifying the number of shares of the Company Launch Common Stock that are or will be owned by ParentYahoo!, Purchaser and their affiliates the other direct and -41- 47 indirect wholly owned subsidiaries of Yahoo! immediately following the consummation of the Offer and specifying a place and a time for the closing of such purchase. The Company Launch shall, as soon as practicable following receipt of such notice, deliver written notice to Yahoo! and Purchaser specifying the number of Purchaser Option Shares. At the closing of the purchase of the Purchaser Option Shares, the portion of the purchase price owing upon exercise of such Purchaser Option which equals the product of (x) the number of shares of Company Launch Common Stock purchased pursuant to such Purchaser Option, multiplied by (y) the Offer Price, shall be paid to the Company Launch in cash by wire transfer or cashier's check.

Option to Acquire Additional Shares. (a) The Company hereby grants to Parent and Purchaser Merger Sub an irrevocable option (the "Purchaser Top-Up Option") ), exercisable in accordance with this Section 1.4, to purchase up to that the number of newly issued shares of the Company Common Stock Shares (the "Purchaser Top-Up Option Shares") equal to the number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Parent, Purchaser and their affiliates Merger Sub immediately following consummation prior to the exercise of the OfferTop-Up Option, shall constitute one share more than ninety percent (90%) % of the shares number of Company Common Stock Shares then outstanding on a fully diluted basis (after giving effect to the issuance of the Purchaser Top-Up Option Shares) for a consideration purchase price per Purchaser Top-Up Option Share equal to the Offer Price. (b) Such Purchaser . The Top-Up Option may be exercised by Merger Sub in whole but not in part; provided, however, that Merger Sub agrees that it will exercise the Top-Up Option if doing so would allow it to consummate the Merger pursuant to Section 253 of the DGCL. In no event shall the Top-Up Option be exercisable only for a number of Shares in excess of the Company's then authorized and unissued Shares (including as authorized and unissued shares of Common Stock, for purposes of this Section 1.4, any Shares held in the treasury of the Company and any Shares reserved for issuance, other than any Shares reserved for issuance upon conversion of the Notes, upon the exercise of any outstanding Option or delivery of any restricted stock unit or with respect to any other outstanding security convertible into or exercisable or exchangeable for Shares). The Top-Up Option may be exercised by Merger Sub at any time at or after the purchase Acceptance Time and the expiration of any subsequent offering period and payment for shares of Company Common Stock pursuant on or prior to the fifth (5th) Business Day after the later of (i) the expiration date of the Offer or (ii) the expiration of any Subsequent Offering Period; provided, however, that the obligation of the Company to deliver Top-Up Option Shares upon the exercise of the Top-Up Option is subject to the conditions, unless waived by the Company, that (A) no provision of any applicable Law, and no temporary restraining order, preliminary or permanent injunction or other judgment or order issued by a court of competent jurisdiction or other Governmental Authority of competent jurisdiction, shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect of such exercise, (B) upon exercise of the Top-Up Option, the number of Shares owned by Parent or Purchaser as a result Merger Sub or any wholly owned Subsidiary of which Parent, Purchaser and their affiliates own beneficially at least 80Parent or Merger Sub constitutes one share more than 90% of the number of Shares that will be outstanding shares immediately after the issuance of the Company Common Stock. Such Purchaser Top-Up Option shall not be exercisable if Shares, and (C) upon exercise of the number of shares of Company Common Stock subject thereto exceeds the number of authorized shares of Company Common Stock available for issuance. (c) In the event Parent and Purchaser wish to exercise the Purchaser Top-Up Option, Purchaser covenants to cause the Closing to occur within two (2) Business Days after the issuance of the Top-Up Option Shares; and, provided, further, that the Top-Up Option shall terminate concurrently with the termination of this Agreement. The parties shall cooperate to ensure that the issuance of the Top-Up Option Shares is accomplished in a manner consistent with all applicable Law, including compliance with an applicable exemption from registration of the Top-Up Option Shares under the Securities Act. If Merger Sub wishes to so exercise the Top-Up Option, Merger Sub shall give the Company one-day prior written notice specifying the number of shares of the Company Common Stock that are or will be owned by Parent, Purchaser and their affiliates immediately following consummation of the Offer and thereof specifying a place and a time (which, subject to applicable Law and any required regulatory approvals, shall be at least two (2), but not more than five (5), Business Days after the date of delivery of such written notice) for the closing of such purchase. The Company shallAt such closing, as soon as practicable following receipt of such notice, deliver written notice to Purchaser specifying the number of Purchaser Option Shares. At the closing of the purchase of the Purchaser Option Shares, the portion of (i) the purchase price owing in respect of the Top-Up Option Shares purchased upon such exercise of such Purchaser the Top-Up Option (which equals shall equal the product of (x) the number of shares of Company Common Stock Top-Up Option Shares being purchased pursuant to such Purchaser Option, multiplied by the Top-Up Option and (y) the Offer Price, ) shall be paid to the Company Company, at Merger Sub's election, either (A) in cash immediately available funds by wire transfer to an account designated by the Company or cashier(B) by paying in cash an amount equal to not less than the aggregate par value of such Top-Up Option Shares and by delivering Parent's checkunsecured, non-negotiable, non-transferable promissory note in the principal amount of the balance of such purchase price, which promissory note shall bear interest at the rate of 3% per annum, shall mature on the first anniversary of the date thereof and may be prepaid in whole or in part without premium or penalty, and (ii) the Company shall deliver to Merger Sub a certificate or certificates representing the number of Top-Up Option Shares so purchased. Parent and Merger Sub acknowledge that the Top-Up Option Shares that Merger Sub may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act, and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Parent and Merger Sub represent and warrant to the Company that Merger Sub is, or will be upon the purchase of the Top-Up Option Shares, an "accredited investor", as defined in Rule 501 of Regulation D under the Securities Act. Merger Sub agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof in violation of the Securities Act.

Option to Acquire Additional Shares. (a) The Company hereby grants to Parent and Purchaser an irrevocable option (the "Purchaser “Parent Stock Option"”) to purchase up to that a number of newly issued shares of the Company Common Stock Shares (the "Purchaser “Parent Option Shares"”) that represents 19.9% of all Common Shares that are issued and outstanding immediately prior to the Notice Date, at a cash purchase price per Common Share (the “Parent Option Purchase Price”) equal to the number Offer Consideration or such higher price per share, if applicable, paid upon acceptance for payment of shares all Common Shares validly tendered and not withdrawn pursuant to the Offer on the expiration date of Company Common the Offer. Parent may exercise the Parent Stock thatOption in whole or in part, when added at any time if but only if, after giving effect to the exercise of the Parent Stock Option and as a result of such exercise, the number of shares of Company Common Stock Shares then owned by Parent, Purchaser Parent and their affiliates immediately following consummation of the Offer, shall constitute one share more than ninety percent (Merger Sub will represent at least 90%) % of the shares of Company Common Stock then outstanding outstanding. Parent shall exercise the Parent Stock Option by sending the Company a written notice (an “Exercise Notice,” and the date on a fully diluted basis (after giving effect which such Notice is given, the “Notice Date”) specifying the denominations of the certificate or certificates evidencing the Parent Option Shares which Parent wishes to receive and the place for the closing of the purchase and sale pursuant to the issuance Parent Stock Option (the “Parent Option Closing”) and a date not earlier than 1 business day nor later than 5 business days after the Notice Date for the Parent Option Closing; provided, however, that (i) if the Parent Option Closing cannot be consummated by reason of any applicable Laws, 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, Parent and Company shall promptly file the required notice or application for approval and shall cooperate in the expeditious filing of such notice or application, and 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 Company shall, promptly after receipt of the Purchaser Exercise Notice, deliver a written notice to Parent confirming the number of Parent Option Shares) for a consideration per Purchaser Shares and the Parent Option Share equal to the Offer PricePurchase Price therefor. (b) Such Purchaser At the Parent Option Closing (i) Company shall deliver to Parent (against payment as herein provided) a certificate or certificates evidencing the applicable number of Parent Option Shares (in the denominations designated by Parent in the Exercise Notice) and (ii) Parent shall purchase each Parent Option Share from Company at the Parent Option Purchase Price specified in Section 5.15(a) above. Payment by Parent of the Parent Option Purchase Price for the Parent Option Shares may be made, at the option of Parent, by delivery of (i) immediately available funds by wire transfer to an account designated by Company, or (ii)(A) an amount equal to the number of Parent Option Shares to be issued multiplied by the par value of such Parent Option Shares, payable by certified or cashier’s check, plus (B) a promissory note, in form and substance reasonably satisfactory to Company and in a principal face amount equal to the aggregate amount of the Parent Option Purchase Price less the cash payment described in the foregoing clause (A), which promissory note shall be exercisable only after the purchase of and payment for shares of Company Common Stock pursuant payable in full with accrued interest immediately at or prior to the Offer by Parent Effective Time. Failure or Purchaser as a result of which Parent, Purchaser and their affiliates own beneficially at least 80% of the outstanding shares refusal of the Company Common Stock. Such Purchaser Option shall not be exercisable if to confirm the number of shares Parent Option Shares or the Parent Option Purchase Price as required by Section 5.15(a) above or to designate a bank account for receipt of wire transfer shall not preclude Parent from exercising the Parent Option by delivering a bank check or promissory note in the amount of the Parent Option Purchase Price to the Company Common Stock subject thereto exceeds at the number address set forth in Section 8.06 no later than the date of authorized shares the Parent Option Closing. Upon the delivery by Parent to the Company of the Parent Option Purchase Price for the Parent Option Shares, to the extent permitted by applicable Laws, Parent will be deemed the holder of record of the Parent Option Shares, notwithstanding that the stock transfer books of the Company Common Stock available for shall then be closed or that certificates representing the Parent Option Shares shall not then be actually delivered to Parent. The Company shall pay all expenses, and any and all federal, state and local taxes and other charges, that may be payable in connection with the preparation, issuance, and delivery of stock certificates under this Section 5.15. (c) In The “Option Termination Date” shall occur upon the event Parent and Purchaser wish earlier to exercise the Purchaser Option, Purchaser shall give the Company one-day prior written notice specifying the number of shares occur of the Company Common Stock that are Effective Time or will be owned by Parent, Purchaser and their affiliates immediately following consummation the termination of this Agreement pursuant to Article 7. Notwithstanding the occurrence of the Offer and specifying a place and a time for the closing of such Option Termination Date, Parent shall be entitled to purchase. The Company shall, and, as soon as practicable following receipt described in Section 5.15(b), upon tender of such notice, deliver written notice to Purchaser specifying the number of Purchaser Option Shares. At the closing payment of the purchase of the Purchaser Parent Option SharesPurchase Price shall be deemed to have purchased, the portion of Parent Option Shares if it has provided the purchase price owing upon exercise of such Purchaser Option which equals the product of (x) the number of shares of Company Common Stock purchased pursuant to such Purchaser Option, multiplied by (y) the Offer Price, shall be paid Exercise Notice to the Company in cash accordance with the terms hereof prior to such termination, and the occurrence of the Option Termination Date shall not affect any rights hereunder which by wire transfer their terms do not terminate or cashier's checkexpire prior to or as of such date.

Option to Acquire Additional Shares. (a) The Company Launch hereby grants to Parent Yahoo! and Purchaser an irrevocable option (the "Purchaser Option") to purchase up to that number of newly issued shares of the Company Launch Common Stock (the "Purchaser Option Shares") equal to the number of shares of Company Launch Common Stock that, when added to the number of shares of Company Launch Common Stock owned by ParentYahoo!, Purchaser and their affiliates the other direct and indirect wholly owned subsidiaries of Yahoo! immediately following the consummation of the Offer, shall constitute one share more than ninety percent (90%) of the shares of Company Launch Common Stock then outstanding on a fully diluted basis (after giving effect to the issuance of the Purchaser Option Shares) for a consideration per Purchaser Option Share equal to the Offer Price. (b) Such Purchaser Option shall be exercisable only after the purchase of and payment for shares of Company Launch Common Stock pursuant to the Offer by Parent Yahoo! or Purchaser as a result of which ParentYahoo!, Purchaser and their affiliates the other direct and indirect wholly owned subsidiaries of Yahoo! own beneficially at least 80% seventy-five percent (75%) of the outstanding shares of the Company Launch Common Stock. Such Purchaser Option shall not be exercisable if the number of shares of Company Launch Common Stock subject thereto exceeds the number of authorized shares of Company Launch Common Stock available for issuance. (c) In the event Parent Yahoo! and Purchaser wish to exercise the Purchaser Option, Purchaser shall give the Company one-day Launch one day's prior written notice specifying the number of shares of the Company Launch Common Stock that are or will be owned by ParentYahoo!, Purchaser and their affiliates the other direct and indirect wholly owned subsidiaries of Yahoo! immediately following the consummation of the Offer and specifying a place and a time for the closing of such purchase. The Company Launch shall, as soon as practicable following receipt of such notice, deliver written notice to Yahoo! and Purchaser specifying the number of Purchaser Option Shares. At the closing of the purchase of the Purchaser Option Shares, the portion of the purchase price owing upon exercise of such Purchaser Option which equals the product of (x) the number of shares of Company Launch Common Stock purchased pursuant to such Purchaser Option, multiplied by (y) the Offer Price, shall be paid to the Company Launch in cash by wire transfer or cashier's check.. ARTICLE VII

Option to Acquire Additional Shares. (a) The Company hereby grants to Parent and Purchaser an irrevocable option (the "Purchaser Purchase Option") to purchase purchase, subject to the terms hereof, up to that a number of newly issued shares of the Company Common Stock (the "Purchaser Purchase Option Shares") of Company Common Stock equal to 19.9% of the number of shares of Company Common Stock thatissued and outstanding immediately prior to the exercise of the Purchase Option (before giving effect to the exercise of the Purchase Option) in accordance with terms of this Section 7.02 at a purchase price per share (the "Purchase Option Price") equal to the Offer Consideration. (b) Parent may exercise the Purchase Option for any reason, when added in whole or in part and from time to time if, but only if, after giving effect to the exercise of the Purchase Option and as a result of such exercise, the number of shares of Company Common Stock then owned by Parent, Purchaser Parent and their affiliates immediately following consummation of the Offer, shall constitute one share more than ninety percent (Merger Sub will represent at least 90%) % of the shares of Company Common Stock then outstanding on a fully diluted basis (after giving effect to the issuance of the Purchaser Option Shares) for a consideration per Purchaser Option Share equal to the Offer Priceoutstanding. (bc) Such Purchaser In the event that Parent desires to exercise the Purchase Option on the terms and conditions set forth in Section 7.02(b) hereof, it shall be exercisable only deliver to the Company a written notice (such notice being herein referred to as an "Exercise Notice" and the date of issuance of an Exercise Notice being herein referred to as the "Notice Date") specifying (i) the total number of Purchase Option Shares it desires to purchase pursuant to such exercise and (ii) a place and date, not earlier than three (3) business days nor later than ten (10) business days after the Notice Date, for the closing of such purchase of and payment for shares of Company Common Stock pursuant (the "Purchase Option Closing Date"). (d) On the Purchase Option Closing Date, Parent shall pay to the Offer by Parent or Purchaser as a result of which Parent, Purchaser and their affiliates own beneficially at least 80% of Company the outstanding shares of the Company Common Stock. Such Purchaser aggregate Purchase Option shall not be exercisable if Price for the number of shares of Company Common Stock subject thereto exceeds being purchased pursuant to the exercise of the Purchase Option by means of (i) immediately available funds by wire transfer to a bank account designated by the Company, (ii) a bank check, (iii) a promissory note issued by Parent in favor of the Company or (iv) a combination of any of the aforementioned forms of consideration acceptable to the Company. (e) On the Purchase Option Closing Date, simultaneously with the delivery of the consideration provided for in Section 7.02(d) hereof, the Company shall deliver to Parent a certificate or certificates representing the number of authorized shares of Company Common Stock available for issuancePurchase Option Shares purchased by Parent. (cf) In Certificates for the event Purchase Option Shares delivered at on the Purchase Option Closing Date hereunder may be endorsed with a restrictive legend that shall read substantially as follows: "THE SECURITIES OFFERED HEREBY ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM." It is understood and agreed that the reference to the resale restrictions of the Securities Act in the above legend shall be removed by delivery of substitute certificate(s) without such reference if Parent and Purchaser wish shall have delivered to exercise the Purchaser Option, Purchaser shall give the Company one-day prior written notice specifying a copy of a letter from the number staff of shares the SEC, or an opinion of counsel reasonably satisfactory to the Company, to the effect that registration of the future resale of the Purchase Option Shares is not required and that such legend is not required for purposes of the Securities Act. (g) Upon the delivery by Parent to the Company of the Exercise Notice, and the delivery of the applicable Purchase Option Price as provided for in Section 7.02(d) hereof, Parent shall be deemed to be the holder of record of the Purchase Option Shares issuable upon such exercise, notwithstanding that the stock transfer books of the Company Common Stock shall then be closed or that are or will certificates representing such Purchase Option Shares shall not then be owned by actually delivered to Parent, Purchaser and their affiliates immediately following consummation of the Offer and specifying a place and a time for the closing of such purchase. The Company shallshall pay all expenses that may be payable in connection with the preparation, as soon as practicable following receipt issuance and delivery of such noticestock certificates under this Section 7.02 in the name of Parent. Parent shall pay all expenses that may be payable in connection with the issuance and delivery of stock certificates or a substitute option agreement in the name of any assignee, deliver written notice to Purchaser specifying the number transferee or designee of Purchaser Option Shares. At the closing of the purchase of the Purchaser Option Shares, the portion of the purchase price owing upon exercise of such Purchaser Option which equals the product of (x) the number of shares of Company Common Stock purchased pursuant to such Purchaser Option, multiplied by (y) the Offer Price, shall be paid to the Company in cash by wire transfer or cashier's checkParent.

Option to Acquire Additional Shares. (a) The Company hereby grants to Parent and Purchaser an irrevocable option option, subject to the terms and conditions below, and to termination of this Agreement (the "Purchaser OptionPURCHASER OPTION") to purchase up to that number of newly issued shares of the Company Company's Common Stock (the "Purchaser Option SharesPURCHASER OPTION SHARES") equal to the number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Parent, Purchaser and their the other affiliates and direct and indirect wholly owned subsidiaries of Parent immediately following the consummation of the Offer, shall constitute one share more than ninety percent (90%) of the shares of Company Common Stock then outstanding on a fully diluted basis (after giving effect to the issuance of the Purchaser Option Shares) Fully Diluted Basis for a consideration per Purchaser Option Share equal to the Offer Price. (b) Such Purchaser Option shall be exercisable only after the purchase of and payment for shares of Company Common Stock pursuant to the Offer by Parent or Purchaser as a result of which Parent, Purchaser and their the other affiliates and direct and indirect wholly-owned subsidiaries of Parent own beneficially at least 80% seventy-five percent (75%) of the outstanding shares of the Company Common Stock. Such Purchaser Option shall not be exercisable if the number of shares of the Company Common Stock subject thereto exceeds the number of authorized shares of Company Common Stock available for issuance. (c) In the event Parent and Purchaser wish to exercise the Purchaser Option, Purchaser shall give the Company one-day one (1) day's prior written notice specifying the number of shares of the Company Common Stock that are or will be owned by Parent, Purchaser and their the other controlled affiliates and direct and indirect wholly-owned subsidiaries of Parent immediately following the consummation of the Offer and specifying a place and a time for the closing of such purchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Parent and Purchaser specifying the number of Purchaser Option Shares. At the closing of the purchase of the Purchaser Option Shares, the portion of the purchase price owing upon exercise of such Purchaser Option which equals the product of (x) the number of shares of Company Common Stock purchased pursuant to such Purchaser Option, multiplied by (y) the Offer Price, shall be paid to the Company in cash by wire transfer or cashier's checkof immediately available funds.

Option to Acquire Additional Shares. (a) The Company hereby grants to Parent and Purchaser Merger Sub an irrevocable option (the "Purchaser OptionPURCHASER OPTION") to purchase up to that number of newly issued shares of the Company Common Stock (the "Purchaser Option SharesPURCHASER OPTION SHARES") equal to the number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by ParentPurchaser, Purchaser Merger Sub and their affiliates immediately following consummation of the Offer, shall constitute one share more than ninety percent (90%) % of the shares of Company Common Stock then outstanding on a fully diluted basis Fully Diluted Basis (after giving effect to the issuance of the Purchaser Option Shares) for a consideration per Purchaser Option Share equal to the Offer PriceConsideration. (b) Such Purchaser Option shall be exercisable only after the purchase of and payment for shares of Company Common Stock pursuant to the Offer by Parent Purchaser or Purchaser Merger Sub as a result of which ParentPurchaser, Purchaser Merger Sub and their affiliates own beneficially at least 80% of the outstanding shares of the Company Common Stock. Such Purchaser Option shall not be exercisable if the number of shares of Company Common Stock subject thereto exceeds the number of authorized shares of Company Common Stock available for issuance. (c) In the event Parent and Purchaser wish Merger Sub wishes to exercise the Purchaser Option, Purchaser shall give the Company one-day prior written notice specifying the number of shares of the Company Common Stock that are or will be owned by ParentPurchaser, Purchaser Merger Sub and their affiliates immediately following consummation of the Offer and specifying a place and a time (which may be concurrent with the consummation of the Offer) for the closing of such purchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Purchaser specifying the number of Purchaser Option Shares. At the closing of the purchase of the Purchaser Option Shares, the portion of the purchase price owing upon exercise of such Purchaser Option which equals the product of (x) the number of shares of Company Common Stock purchased pursuant to such Purchaser Option, multiplied by (y) the Offer PriceConsideration, shall be paid to the Company in cash by wire transfer or cashier's check.

Option to Acquire Additional Shares. (a) The Company hereby grants to Parent and Purchaser Merger Sub an irrevocable option (the "Purchaser Option") to purchase up to that number of newly issued shares of the Company Common Stock (the "Purchaser Option Shares") equal to the number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by ParentPurchaser, Purchaser Merger Sub and their affiliates immediately following consummation of the Offer, shall constitute one share more than ninety percent (90%) % of the shares of Company Common Stock then outstanding on a fully diluted basis Fully Diluted Basis (after giving effect to the issuance of the Purchaser Option Shares) for a consideration per Purchaser Option Share equal to the Offer PriceConsideration. (b) Such Purchaser Option shall be exercisable only after the purchase of and payment for shares of Company Common Stock pursuant to the Offer by Parent Purchaser or Purchaser Merger Sub as a result of which ParentPurchaser, Purchaser Merger Sub and their affiliates own beneficially at least 80% of the outstanding shares of the Company Common Stock. Such Purchaser Option shall not be exercisable if the number of shares of Company Common Stock subject thereto exceeds the number of authorized shares of Company Common Stock available for issuance. (c) In the event Parent and Purchaser wish Merger Sub wishes to exercise the Purchaser Option, Purchaser shall give the Company one-day prior written notice specifying the number of shares of the Company Common Stock that are or will be owned by ParentPurchaser, Purchaser Merger Sub and their affiliates immediately following consummation of the Offer and specifying a place and a time (which may be concurrent with the consummation of the Offer) for the closing of such purchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Purchaser specifying the number of Purchaser Option Shares. At the closing of the purchase of the Purchaser Option Shares, the portion of the purchase price owing upon exercise of such Purchaser Option which equals the product of (x) the number of shares of Company Common Stock purchased pursuant to such Purchaser Option, multiplied by (y) the Offer PriceConsideration, shall be paid to the Company in cash by wire transfer or cashier's check.

Option to Acquire Additional Shares. (a) The Company hereby grants to Parent and Purchaser Purchaser, an irrevocable option (the "Purchaser OptionOPTION") to purchase purchase, at an exercise price per share equal to the Offer Price, up to that number of newly issued shares of the Company Common Stock (the "Purchaser Option SharesOPTION SHARES") equal to the number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Parent, Purchaser and their affiliates immediately following consummation Consummation of the Offer, shall constitute one share more than ninety percent (90%) % of the shares of Common Company Common Stock then outstanding on a fully diluted basis (after giving effect to the issuance of the Purchaser Option Shares) for a consideration per Purchaser Option Share equal to the Offer Price). (b) Such Purchaser Option shall be exercisable only after the purchase Consummation of and payment for shares of Company Common Stock pursuant to the Offer by Parent or Purchaser if, as a result of which ParentConsummation of the Offer, Purchaser and their affiliates own owns beneficially at least 8085% of the outstanding shares of the Company Common StockStock on a fully diluted basis. Such Purchaser Option shall not be exercisable if (i) the number of shares of Company Common Stock subject thereto exceeds the number of authorized shares of Company Common Stock available for issuance, or (ii) the exercise of the Option would violate the applicable rules of the New York Stock Exchange applicable to the Company. (c) In the event Parent and Purchaser wish wishes to exercise the Purchaser Option, Purchaser shall give the Company one-day prior written notice of its exercise of the Option specifying the number of shares of the Company Common Stock that are or will be owned by Parent, Purchaser and their affiliates immediately following consummation Consummation of the Offer and specifying a place and a time (which may be concurrent with the Consummation of the Offer) for the closing of such purchase. The Company shall, as soon as practicable following receipt of such the notice, deliver written notice to Purchaser specifying the number of Purchaser Option Shares. At the closing of the purchase of the Purchaser Option Shares, the portion of the purchase price owing upon exercise of such Purchaser Option which equals the product of (x) the number of shares of Company Common Stock purchased pursuant to such Purchaser Option, Option multiplied by (y) the Offer Price, Price and shall be paid to the Company in cash by wire transfer or cashier's checkof immediately available funds.

Option to Acquire Additional Shares. (a) The Company hereby grants to Parent and Purchaser an irrevocable option (the "Purchaser OptionOPTION") to purchase up to that number of newly issued shares of the Company Common Stock (the "Purchaser Option SharesOPTION SHARES") equal to the number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Parent, Purchaser and their affiliates its Affiliates immediately following consummation of the Offer, shall constitute one share more than ninety percent (90%) % of the shares of Common Company Common Stock then outstanding on a fully diluted basis (after giving effect to the issuance of the Purchaser Option Shares) for a consideration per Purchaser Option Share equal to the Offer Price. (b) Such Purchaser Option shall be exercisable only after within 5 business days following the purchase of and payment for shares of Company Common Stock pursuant to the Offer by Parent or Purchaser as a result of which Parent, Purchaser Parent and their affiliates its Affiliates own beneficially at least 80% of the outstanding shares of the Company Common StockStock on a fully diluted basis. Such Purchaser Option shall not 59 64 be exercisable if (i) the number of shares of Company Common Stock subject thereto exceeds the number of authorized shares of Company Common Stock available for issuance, or (ii) the exercise of the Option would violate the applicable rules of the New York Stock Exchange applicable to the Company. (c) In the event Parent and Purchaser wish wishes to exercise the Purchaser Option, Purchaser shall give the Company a one-day prior written notice of its exercise of the Option specifying the number of shares of the Company Common Stock that are or will be beneficially owned by Parent, Purchaser and their affiliates its Affiliates immediately following consummation of the Offer and specifying a place and a time (which may be concurrent with the consummation of the Offer) for the closing of such purchase. The Company shall, as soon as practicable following receipt of such the notice, deliver written notice to Purchaser specifying the number of Purchaser Option Shares. At the closing of the purchase of the Purchaser Option Shares, the portion of the purchase price owing upon exercise of such Purchaser Option which equals the product of (x) the number of shares of Company Common Stock purchased pursuant to such Purchaser Option, Option multiplied by (y) the Offer Price, Price shall be paid to the Company in cash by wire transfer or cashier's check.

Option to Acquire Additional Shares. (a) The Company hereby grants to Parent and Purchaser an irrevocable option (the "Purchaser OptionOPTION") to purchase up to that number of newly issued shares of the Company Common Stock (the "Purchaser Option SharesOPTION SHARES") equal to the number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Parent, Purchaser and their affiliates its Affiliates immediately following consummation of the Offer, shall constitute one share more than ninety percent (90%) % of the shares of Common Company Common Stock then outstanding on a fully diluted basis (after giving effect to the issuance of the Purchaser Option Shares) for a consideration per Purchaser Option Share equal to the Offer Price. (b) Such Purchaser Option shall be exercisable only after the purchase of and payment for shares of Company Common Stock pursuant to the Offer by Parent or Purchaser as a result of which Parent, Purchaser Parent and their affiliates its Affiliates own beneficially at least 8085% of the outstanding shares of the Company Common StockStock on a fully diluted basis. Such Purchaser Option shall not be exercisable if (i) the 53 58 number of shares of Company Common Stock subject thereto exceeds the number of authorized shares of Company Common Stock available for issuance, or (ii) the exercise of the Option would violate the applicable rules of the Nasdaq National Market applicable to the Company. (c) In the event Parent and Purchaser wish wishes to exercise the Purchaser Option, Purchaser shall give the Company a one-day prior written notice of its exercise of the Option specifying the number of shares of the Company Common Stock that are or will be owned by Parent, Purchaser and their affiliates its Affiliates immediately following consummation of the Offer and specifying a place and a time (which may be concurrent with the consummation of the Offer) for the closing of such purchase. The Company shall, as soon as practicable following receipt of such the notice, deliver written notice to Purchaser specifying the number of Purchaser Option Shares. At the closing of the purchase of the Purchaser Option Shares, the portion of the purchase price owing upon exercise of such Purchaser Option which equals the product of (x) the number of shares of Company Common Stock purchased pursuant to such Purchaser Option, Option multiplied by (y) the Offer Price, Price shall be paid to the Company in cash by wire transfer or cashier's check.

Option to Acquire Additional Shares. (a) The Company hereby grants to Parent and Purchaser Merger Subsidiary an irrevocable option (the "Purchaser Buyer Option") to purchase up to that number of newly issued shares ------------ of the Company Common Stock (the "Purchaser Buyer Option Shares") equal to the number of shares of Company ------------------- Common Stock that, when added to the number of shares of Company Common Stock owned by ParentBuyer, Purchaser Merger Subsidiary and their affiliates immediately following consummation of the Offer, shall constitute one share more than ninety percent (90%) % of the shares of Company Common Stock then outstanding on a fully diluted basis (after giving effect to the issuance of the Purchaser Option Shares) for at a consideration purchase price per Purchaser Buyer Option Share equal to the Offer Price. (b) Such Purchaser The Buyer Option shall be exercisable only after the purchase of and payment for shares of Company Common Stock pursuant to the Offer by Parent Buyer or Purchaser Merger Subsidiary as a result of which ParentBuyer, Purchaser Merger Subsidiary and their affiliates own beneficially at least 80% of the outstanding shares of the Company Common Stock. Such Purchaser The Buyer Option shall not be exercisable if the number of shares of Company Common Stock subject thereto exceeds the number of authorized shares of Company Common Stock available for issuance. The Buyer Option shall terminate automatically upon the termination of this Agreement in accordance with its terms. (c) In the event Parent and Purchaser wish Merger Subsidiary wishes to exercise the Purchaser Buyer Option, Purchaser Buyer shall give the Company one-day prior written notice specifying the number of shares of the Company Common Stock that are or will be owned by ParentBuyer, Purchaser Merger Subsidiary and their affiliates immediately following consummation of the Offer and specifying a place and a time (which may be concurrent with the consummation of the Offer) for the closing of such purchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Purchaser Buyer specifying the number of Purchaser Buyer Option Shares. At the closing of the purchase of the Purchaser Buyer Option Shares, the portion of the purchase price owing upon exercise of such Purchaser Buyer Option which equals the product of (x) the number of shares of Company Common Stock purchased pursuant to such Purchaser Buyer Option, multiplied by (y) the Offer Price, shall be paid to the Company in cash by wire transfer or cashier's check.

Option to Acquire Additional Shares. (a) The Company hereby grants to Parent and Purchaser an irrevocable option (the "Purchaser OptionOPTION") to purchase up to that number of newly issued shares of the Company Common Stock (the "Purchaser Option SharesOPTION SHARES") equal to the number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Parent, Purchaser and their affiliates its Affiliates immediately following consummation of the Offer, shall constitute one share more than ninety percent (90%) % of the shares of Common Company Common Stock then outstanding on a fully diluted basis (after giving effect to the issuance of the Purchaser Option Shares) for a consideration per Purchaser Option Share equal to the Offer Price. (b) Such Purchaser Option shall be exercisable only after the purchase of and payment for shares of Company Common Stock pursuant to the Offer by Parent or Purchaser as a result of which Parent, Purchaser Parent and their affiliates its Affiliates own beneficially at least 8085% of the outstanding shares of the Company Common StockStock on a fully diluted basis. Such Purchaser Option shall not be exercisable if (i) the number of shares of Company Common Stock subject thereto exceeds the number of authorized shares of Company Common Stock available for issuance, or (ii) the exercise of the Option would violate the applicable rules of the Nasdaq National Market applicable to the Company. (c) In the event Parent and Purchaser wish wishes to exercise the Purchaser Option, Purchaser shall give the Company a one-day prior written notice of its exercise of the Option specifying the number of shares of the Company Common Stock that are or will be owned by Parent, Purchaser and their affiliates its Affiliates immediately following consummation of the Offer and specifying a place and a time (which may be concurrent with the consummation of the Offer) for the closing of such purchase. The Company shall, as soon as practicable following receipt of such the notice, deliver written notice to Purchaser specifying the number of Purchaser Option Shares. At the closing of the purchase of the Purchaser Option Shares, the portion of the purchase price owing upon exercise of such Purchaser Option which equals the product of (x) the number of shares of Company Common Stock purchased pursuant to such Purchaser Option, Option multiplied by (y) the Offer Price, Price shall be paid to the Company in cash by wire transfer or cashier's check.

Option to Acquire Additional Shares. (a) The Company hereby grants to Parent and Purchaser an irrevocable option option, subject to the terms and conditions below, and to termination of this Agreement (the "“Purchaser Option"”) to purchase up to that number of newly issued shares of the Company Company’s Common Stock (the "“Purchaser Option Shares"”) equal to the number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Parent, Purchaser and their the other affiliates and direct and indirect wholly owned subsidiaries of Parent immediately following the consummation of the Offer, shall constitute one share more than ninety percent (90%) of the shares of Company Common Stock then outstanding on a fully diluted basis (after giving effect to the issuance of the Purchaser Option Shares) Fully Diluted Basis for a consideration per Purchaser Option Share equal to the Offer Price. (b) Such Purchaser Option shall be exercisable only after the purchase of and payment for shares of Company Common Stock pursuant to the Offer by Parent or Purchaser as a result of which Parent, Purchaser and their the other affiliates and direct and indirect wholly-owned subsidiaries of Parent own beneficially at least 80% seventy-five percent (75%) of the outstanding shares of the Company Common Stock. Such Purchaser Option shall not be exercisable if the number of shares of the Company Common Stock subject thereto exceeds the number of authorized shares of Company Common Stock available for issuance. (c) In the event Parent and Purchaser wish to exercise the Purchaser Option, Purchaser shall give the Company one-day one (1) day’s prior written notice specifying the number of shares of the Company Common Stock that are or will be owned by Parent, Purchaser and their the other controlled affiliates and direct and indirect wholly-owned subsidiaries of Parent immediately following the consummation of the Offer and specifying a place and a time for the closing of such purchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Parent and Purchaser specifying the number of Purchaser Option Shares. At the closing of the purchase of the Purchaser Option Shares, the portion of the purchase price owing upon exercise of such Purchaser Option which equals the product of (x) the number of shares of Company Common Stock purchased pursuant to such Purchaser Option, multiplied by (y) the Offer Price, shall be paid to the Company in cash by wire transfer or cashier's checkof immediately available funds.

Option to Acquire Additional Shares. (a) The Company hereby grants to Parent and Purchaser Merger Sub an irrevocable option (the "Purchaser Top-Up Option") ), exercisable in accordance with this Section 1.4, to purchase up to that the number of newly issued shares of the Company Common Stock Shares (the "Purchaser Top-Up Option Shares") equal to the number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by Parent, Purchaser and their affiliates Merger Sub immediately following consummation prior to the exercise of the OfferTop-Up Option, shall constitute one share more than ninety percent (90%) % of the shares number of Company Common Stock Shares then outstanding on a fully diluted basis (after giving effect to the issuance of the Purchaser Top-Up Option Shares) for a consideration purchase price per Purchaser Top-Up Option Share equal to the Offer Price. The Top-Up Option may be exercised by Merger Sub in whole but not in part. (b) Such Purchaser In no event shall the Top-Up Option shall be exercisable only after exercisable: (i) for a number of Shares in excess of the purchase of Company's then authorized and payment for unissued Shares (including as authorized and unissued shares of Common Stock, for purposes of this Section 1.4, any Shares held in the treasury of the Company Common Stock and any Shares reserved for issuance, other than any Shares reserved for issuance upon conversion of the Convertible Notes, upon the exercise of any outstanding Option or with respect to any other outstanding security convertible into or exercisable or exchangeable for Shares), or (ii) if the exercise of the Top-Up Option would require the sale of 20% or more of the capital stock of the Company requiring approval of the holders of the Company's Shares pursuant to the Offer by Parent rules of The NASDAQ Stock Market LLC (and a waiver of or Purchaser as exemption from such requirement is not obtained, it being understood and agreed that the Company shall use commercially reasonable efforts to obtain a result of which Parent, Purchaser and their affiliates own beneficially at least 80% waiver or exemption in order to be able to issue the Top-Up Option Shares without obtaining approval of the outstanding shares holders of the Company Common Stock. Such Purchaser Option shall not be exercisable if the number of shares of Company Common Stock subject thereto exceeds the number of authorized shares of Company Common Stock available for issuanceCompany's Shares). (c) In The Top-Up Option may be exercised by Merger Sub at any time at or after the event Acceptance Time and the expiration of any subsequent offering period and on or prior to the tenth (10th) Business Day after the later of (i) the expiration date of the Offer or (ii) the expiration of any Subsequent Offering Period; provided, however, that the obligation of the Company to deliver Top-Up Option Shares upon the exercise of the Top-Up Option is subject to the conditions, unless waived by the Company, that (A) no provision of any applicable Law, and no temporary restraining order, preliminary or permanent injunction or other judgment or order issued by a court of competent jurisdiction or other Governmental Authority of competent jurisdiction, shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect of such exercise, (B) upon exercise of the Top-Up Option, the number of Shares owned by Parent or Merger Sub or any wholly owned Subsidiary of Parent or Merger Sub constitutes one share more than 90% of the number of Shares that will be outstanding immediately after the issuance of the Top-Up Option Shares, and Purchaser wish to (C) upon exercise of the Purchaser Top-Up Option, Purchaser covenants to cause the Closing to occur as promptly as practicable following the issuance of the Top-Up Option Shares; and, provided, further, that the Top-Up Option shall terminate concurrently with any termination of this Agreement. (d) The parties shall cooperate to ensure that the issuance of the Top-Up Option Shares is accomplished in a manner consistent with all applicable Law, including compliance with an applicable exemption from registration of the Top-Up Option Shares under the Securities Act. If Merger Sub wishes to so exercise the Top-Up Option, Merger Sub shall give the Company one-day prior written notice specifying the number of shares of the Company Common Stock that are or will be owned by Parent, Purchaser and their affiliates immediately following consummation of the Offer and thereof specifying a place and a time for the closing of such purchase. The Company shallpurchase (which, subject to applicable Law and any required regulatory approvals, shall be effected as soon promptly as practicable following receipt and not more than ten (10) Business Days after the date of delivery of such written notice, deliver written notice to Purchaser specifying the number of Purchaser Option Shares). At the closing of the purchase of the Purchaser Option Sharessuch closing, the portion of (i) the purchase price owing in respect of the Top-Up Option Shares purchased upon such exercise of such Purchaser the Top-Up Option (which equals shall equal the product of (x) the number of shares of Company Common Stock Top-Up Option Shares being purchased pursuant to such Purchaser Option, multiplied by the Top-Up Option and (y) the Offer Price, ) shall be paid to the Company Company, at Merger Sub's election, either (A) in cash immediately available funds by wire transfer to an account designated by the Company or cashier(B) by paying in cash an amount equal to not less than the aggregate par value of such Top-Up Option Shares and by delivering Parent's checkunsecured, non-negotiable, non-transferable promissory note in the principal amount of the balance of such purchase price, which promissory note shall bear interest at the greater of: (i) the applicable short term federal rate per annum (as periodically set by the IRS), and (ii) 3%, shall mature on the first anniversary of the date thereof, and may be prepaid in whole or in part without premium or penalty, and (ii) the Company shall deliver to Merger Sub a certificate or certificates representing the number of Top-Up Option Shares so purchased. (e) Parent and Merger Sub acknowledge that the Top-Up Option Shares that Merger Sub may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act, and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Merger Sub agrees that the Top-Up Option and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will be acquired by Merger Sub for the purpose of investment and not with a view to, or for resale in connection with, any distribution thereof in violation of the Securities Act. Any certificates evidencing the Top-Up Option Shares shall include any legends required by applicable securities Laws. ARTICLE

Option to Acquire Additional Shares. (a) The Company hereby grants to Parent and Purchaser Merger Sub an irrevocable option (the "Purchaser “Top-Up Option") ”), exercisable in accordance with this Section 1.4 for so long as this Agreement has not been terminated pursuant to the provisions hereof, to purchase up to that number of newly issued shares of the Company Common Stock (the "Purchaser “Top-Up Option Shares"”) equal to the number of shares of Company Common Stock Shares (but not less than that number) that, when added to the number of shares of Company Common Stock Shares owned by Parent, Purchaser and their affiliates Merger Sub immediately following consummation of the OfferOffer (including any Subsequent Offering Periods), shall constitute one share Share more than ninety percent (90%) % of the shares of Company Common Stock Shares then outstanding on a fully diluted basis (after giving effect to the issuance of the Purchaser Top-Up Option Shares) for a consideration cash purchase price per Purchaser Top-Up Option Share equal to the Offer Price. . The Top-Up Option may be exercised by Merger Sub (bin whole and not in part) Such Purchaser Option shall be exercisable only after at any time following the purchase of Acceptance Time and payment for shares of Company Common Stock pursuant prior to the Offer by Parent or Purchaser as a result earlier of which Parent, Purchaser (i) the Effective Time and their affiliates own beneficially at least 80% (ii) the termination of the outstanding shares of the Company Common Stockthis Agreement. Such Purchaser The Top-Up Option shall not be exercisable if unless, immediately after such exercise and the issuance of the Shares pursuant thereto, Parent and Merger Sub would hold one (1) Share more than 90% of the Shares then outstanding. In no event shall the Top-Up Option be exercisable (i) more than once, or (ii) for a number of shares of Company Common Stock subject thereto exceeds in excess of the number of Company’s then authorized and unissued Shares (including as authorized and unissued shares of Company Common Stock available Stock, for issuance. purposes of this Section 1.4, any Shares held in the treasury of the Company). The Top-Up Option shall terminate upon the earlier to occur of (ci) In the event Parent Effective Time and Purchaser wish (ii) termination of this Agreement in accordance with Article 9. If Merger Sub wishes to so exercise the Purchaser Top-Up Option, Purchaser Merger Sub shall give the Company one-day prior written notice thereof specifying the number of shares of the Company Common Stock Shares that are or will be owned by Parent, Purchaser Parent and their affiliates Merger Sub immediately following consummation preceding the purchase of the Offer Top-Up Option Shares and specifying the number of Top-Up Option Shares that Merger Sub wishes to purchase pursuant to the Top-Up Option and a place and time (which, subject to applicable Law and any required regulatory approvals, shall be at least two (2), but not more than five (5), business days after the date of delivery of such written notice (unless a time shorter period is requested by Merger Sub and consented to in advance by the Company) for the closing of such purchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Purchaser specifying the number of Purchaser Option Shares. At the closing of the purchase of the Purchaser Option Shares, the portion of the purchase price owing upon exercise of such Purchaser Option which equals the product of (x) the number of shares of Company Common Stock purchased pursuant to such Purchaser Option, multiplied by (y) the Offer Price, shall be paid to the Company in cash by wire transfer or cashier's check.such

Option to Acquire Additional Shares. (a) The Company hereby grants to Parent and Purchaser an irrevocable option (the "“Purchaser Option"”) to purchase up to that number of newly issued shares of the Company Common Stock Shares (the "“Purchaser Option Shares"”) equal to the number of shares of Company Common Stock Shares that, when added to the number of shares of Company Common Stock Shares owned by Parent, Purchaser Parent and their affiliates its Subsidiaries immediately following consummation of the Offer, shall constitute one share Share more than ninety percent (90%) of the shares of Company Common Stock Shares then outstanding on a fully diluted basis (after giving effect to the issuance of the Purchaser Option Shares) for a consideration cash purchase price per Purchaser Option Share equal to the Offer Price. ; provided, that (bi) Such the number of Purchaser Option Shares shall not exceed that number which is equal to nineteen and nine-tenths percent (19.9%) of the Shares outstanding on the date of this Agreement and (ii) the Purchaser Option may not be exercisable only exercised unless, following the time of acceptance by Purchaser of Shares tendered in the Offer or after a subsequent offer period, more than eighty percent (80%) of the purchase of then outstanding Shares have been validly tendered and payment for shares of Company Common Stock not withdrawn pursuant to the Offer by Parent or Purchaser as a result of which Parent, Purchaser and their affiliates own beneficially at least 80% of the outstanding shares Offer. The obligation of the Company Common Stock. Such to deliver the Purchaser Option Shares upon the exercise of the Purchaser Option is subject to the condition that no provision of any applicable Law and no judgment, injunction, order or decree shall not prohibit the exercise of the Purchaser Option or the delivery of the Purchaser Option Shares in respect of such exercise. The Purchaser Option may be exercisable if exercised by Purchaser at any time during the number five (5) Business Days after the time of shares acceptance of Company Common Stock subject thereto exceeds Shares tendered in the number Offer or after a subsequent offer period at which the criteria for exercise of authorized shares of Company Common Stock available for issuance. (c) In the event Parent and Purchaser wish Option are satisfied. If Purchaser wishes to exercise the Purchaser Option, Purchaser shall give the Company one-day prior written notice within such five (5) Business Day period specifying the number of shares of Shares that Purchaser wishes to purchase pursuant to the Company Common Stock that are or will be owned by Parent, Purchaser Option and their affiliates immediately following consummation of the Offer and specifying a place and a time (which shall be at least one (1), but not more than five (5), Business Days after the date of delivery of such written notice) for the closing of such purchase. The Company shallAt such closing, as soon as practicable following receipt (i) the purchase price in respect of such notice, deliver written notice to exercise of the Purchaser specifying Option (which shall equal the product of (A) the number of Purchaser Option Shares. At the closing of the purchase of the Purchaser Option Shares, the portion of the purchase price owing upon exercise of such Purchaser Option which equals the product of Shares and (x) the number of shares of Company Common Stock purchased pursuant to such Purchaser Option, multiplied by (yB) the Offer Price, ) shall be paid to the Company in cash immediately available funds by wire transfer to an account designated by the Company, and (ii) the Company shall deliver to Purchaser a certificate or cashier's checkcertificates representing the number of Shares so purchased. The Company agrees that it shall reserve (and maintain free from preemptive rights) sufficient authorized but unissued Shares (none of which shall be treasury shares) so that the Purchaser Option may be exercised without additional authorization of Shares (after giving effect to all other Company Stock Options, Company Warrants, convertible securities and other rights to purchase Shares).

Option to Acquire Additional Shares. (a) The Company hereby grants to Parent and Purchaser Merger Subsidiary an irrevocable option (the "Purchaser Buyer Option") to purchase up to that number of newly issued shares of the Company Common Stock (the "Purchaser Buyer Option Shares") equal to the number of shares of Company Common Stock that, when added to the number of shares of Company Common Stock owned by ParentBuyer, Purchaser Merger Subsidiary and their affiliates immediately following consummation of the Offer, shall constitute one share more than ninety percent (90%) % of the shares of Company Common Stock then outstanding on a fully diluted basis (after giving effect to the issuance of the Purchaser Option Shares) for at a consideration purchase price per Purchaser Buyer Option Share equal to the Offer Price. (b) Such Purchaser The Buyer Option shall be exercisable only after the purchase of and payment for shares of Company Common Stock pursuant to the Offer by Parent Buyer or Purchaser Merger Subsidiary as a result of which ParentBuyer, Purchaser Merger Subsidiary and their affiliates own beneficially at least 80% of the outstanding shares of the Company Common Stock. Such Purchaser The Buyer Option shall not be exercisable if the number of shares of Company Common Stock subject thereto exceeds the number of authorized shares of Company Common Stock available for issuance. The Buyer Option shall terminate automatically upon the termination of this Agreement in accordance with its terms. (c) In the event Parent and Purchaser wish Merger Subsidiary wishes to exercise the Purchaser Buyer Option, Purchaser Buyer shall give the Company one-day prior written notice specifying the number of shares of the Company Common Stock that are or will be owned by ParentBuyer, Purchaser Merger Subsidiary and their affiliates immediately following consummation of the Offer and specifying a place and a time (which may be concurrent with the consummation of the Offer) for the closing of such purchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Purchaser Buyer specifying the number of Purchaser Buyer Option Shares. At the closing of the purchase of the Purchaser Buyer Option Shares, the portion of the purchase price owing upon exercise of such Purchaser Buyer Option which equals the product of (x) the number of shares of Company Common Stock purchased pursuant to such Purchaser Buyer Option, multiplied by (y) the Offer Price, shall be paid to the Company in cash by wire transfer or cashier's check.