Common use of Optional Shares Clause in Contracts

Optional Shares. On the basis of the representations, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement, the Selling Shareholders hereby grant to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Optional Shares at the same price per Share set forth in Section 1.1 (the "over-allotment option"). The Optional Shares shall be sold by the Selling Shareholders in the following numbers and ratios: Blue Chip and the Lipton Group will each sell one-half of the Optional Shares. The number of Optional Shares to be purchased by each Underwriter shall be in the same percentage (adjusted by the Representative to eliminate fractional shares) of the total number of Optional Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. The over-allotment option may be exercised in whole or in part at any time or times on or before 12:00 noon, Cincinnati time, on the day before the Firm Shares Closing Date (as defined in Section 2 below), and only once at any time after that date and within 30 days after the Effective Date (as defined in Section 3 below) (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), in each case upon written or telecopier notice, or verbal or telephonic notice confirmed by written or telecopier notice, by the Representative to the Company no later than 12:00 noon, Cincinnati time, on the day before the Firm Shares Closing Date or at least three days before the Optional Shares Closing Date (as defined in Section 2 below), as the case may be, setting forth the number of Optional Shares to be purchased and the time and date (if other than the Firm Shares Closing Date) of such purchase.

Optional Shares. On (a) In addition to the basis purchase of the representations, warranties and agreements contained in, and subject Initial Shares pursuant to the terms and conditions of, this AgreementSection 2.2(a), the Selling Shareholders hereby grant Investor agree to make additional purchases of shares of Common Stock for up to Seven Hundred Fifty Thousand Dollars ($750,000) in the several Underwriters an option to purchase, severally and not jointly, all or any part of the Optional Shares at the same price per Share set forth in Section 1.1 aggregate (the "over-allotment optionOptional Shares"). Each purchase of such shares shall occur on an Optional Purchase Date. During the Commitment Period, the Company will be obligated to draw down a minimum of Five Hundred Thousand Dollars ($500,000), including the Initial Shares commitment, from the full subscription commitment of $1,000,000. The Optional Shares Company will have the option to set the date of each draw down and the Investment Amount relating to such draw down (each, a "Call"); provided, however, that under no circumstances will shares in excess of 20% of the Company's currently outstanding shares be issued pursuant to this Agreement and provided further that the average daily trading volume over the course of the previous six months preceding each Call must be greater than 200,000 shares per Trading Day as reported by Bloomberg L.P (which volume shall be sold proportionately reduced upon the Company effecting the Stock Split. 4 EXHIBIT 10.39, PAGE 4 OF 20 (b) The Company may in its sole discretion on any Optional Purchase Date sell to the Investor the number of shares of Common Stock determined by dividing the Investment Amount by the Selling Shareholders in the following numbers and ratios: Blue Chip and the Lipton Group will each sell one-half per share purchase price equal to 70% of the Market Price on the Optional SharesPurchase Date with respect to each Call (provided, however, that in no event will such purchase price be greater than 100% of the Market Price on the Subscription Date). The number of Optional Shares Investment Amount relating to each Call be purchased determined by each Underwriter the Company, shall be in the same percentage (adjusted by the Representative to eliminate fractional shares) minimum amount of the total number of Optional Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. The over-allotment option $50,000 and may be exercised in whole or increments of $10,000 in part at any time or times on or before 12:00 noonexcess thereof but shall not exceed $100,000. In addition, Cincinnati time, on the day before the Firm Shares Closing Date (as defined in Section 2 below), and only once at any time after that date and within 30 days after the Effective Date (as defined in Section 3 below) (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), in each case upon written or telecopier notice, or verbal or telephonic notice confirmed by written or telecopier notice, by the Representative to the Company no later than 12:00 noonshall not deliver an Optional Purchase Notice until the expiration of an applicable Trading Cushion. Notwithstanding the foregoing, Cincinnati time, on the day before the Firm Shares Closing Date or at least three days before the Optional Shares Closing Date (as defined in Section 2 below), as the case may be, setting forth the number of Optional Shares to be purchased Company and the Investor Agent may by mutual agreement from time and date (if other than the Firm Shares Closing Date) of such purchaseto time provide for a greater Investment Amount per Call. Section 2.4 [intentionally left blank]

Optional Shares. On (i) The Purchasers shall have the basis of the representationsoption, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement, the Selling Shareholders hereby grant to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Optional Shares at the same price per Share set forth in Section 1.1 (the "over-allotment option"). The Optional Shares shall be sold by the Selling Shareholders in the following numbers and ratios: Blue Chip and the Lipton Group will each sell one-half of the Optional Shares. The number of Optional Shares to be purchased by each Underwriter shall be in the same percentage (adjusted by the Representative to eliminate fractional shares) of the total number of Optional Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. The over-allotment option may be exercised in whole or in part at any time or times on or before 12:00 noon, Cincinnati time, on from time to time during the six (6) months following the day before that is the Firm first Business Day after the consummation of the Business Combination (the “Option Period”), to purchase common equity of the Surviving Entity (the “Optional Shares”) at a price per Optional Share of $10.00, subject to adjustment in proportion to any stock dividends, stock splits, reverse stock splits or similar transactions involving the Class A Shares Closing Date in connection with the Business Combination, in an aggregate amount equal to the difference between (A) $150,000,000.00 and (B) the lesser of (x) the Redemption Obligation or (y) $100,000,000.00. (ii) In the event the Purchasers desire to purchase any Optional Shares from the Surviving Entity, the Purchasers shall deliver to the Surviving Entity or the Company, as applicable, a notice (the “Option Exercise Notice”) at least five (5) Business Days (as defined below) prior to the desired date of purchase (or such lesser number of days as the Surviving Entity or the Company, as applicable, may consent to in Section 2 belowwriting) (each such date of purchase, an “Option Closing Date”), and only once at any time after that date and within 30 days after specifying (A) the Effective Date Option Closing Date, (as defined in Section 3 belowB) (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), in each case upon written or telecopier notice, or verbal or telephonic notice confirmed by written or telecopier notice, by the Representative to the Company no later than 12:00 noon, Cincinnati time, on the day before the Firm Shares Closing Date or at least three days before the Optional Shares Closing Date (as defined in Section 2 below), as the case may be, setting forth the number of Optional Shares each Purchaser desires to be purchased purchase and (C) the time aggregate purchase price payable by each Purchaser for its Optional Shares (the “Purchaser’s Purchase Price”). At least two (2) Business Days prior to an Option Closing Date, the Surviving Entity or the Company, as applicable, shall deliver wire instructions to the Purchasers named in the Option Exercise Notice. At the Option Closing (as defined below), subject to the fulfillment or waiver of the conditions set forth in Section 6, (A) each Purchaser shall deliver to the Surviving Entity its Purchaser’s Purchase Price (as set forth in the Option Exercise Notice) by wire transfer of U.S. dollars in immediately available funds to the account specified by the Surviving Entity or the Company, as applicable, and date (if B) upon receipt of such funds, the Surviving Entity shall (x) issue the Optional Shares to each Purchaser, in the amounts set forth in the Option Exercise Notice, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the Firm name of such Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by such Purchaser, as applicable, with such Optional Shares Closing Datebeing issued in book-entry form and (y) deliver each Purchaser a notice in accordance with Section 151(f) of the Delaware General Corporation Law (the “DGCL”) regarding the issuance of such purchaseOptional Shares in book-entry form to such Purchaser containing the legend set forth below. For purposes of this Agreement, (A) “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York and (B) “Option Closing” means the closing, on the Option Closing Date set forth in the applicable Option Exercise Notice, of the purchase and sale of the number of Optional Shares set forth in the applicable Option Exercise Notice.

Optional Shares. On (a) In addition to the basis purchase of the representationsInitial Shares and the Holdback Shares, warranties and agreements contained in, and subject pursuant to the terms and conditions of, this AgreementSection 2.2, the Selling Shareholders hereby grant Investors agree to make purchases of shares of Preferred Stock for up to Sixteen Million Dollars ($16,000,000) in the several Underwriters an option to purchase, severally and not jointly, all or any part of the Optional Shares at the same price per Share set forth in Section 1.1 aggregate (the "over-allotment optionOptional Shares"). The During the Commitment Period, the Company will be obligated to draw down a minimum of Seven Million Five Hundred Thousand Dollars ($7,500,000) excluding the Initial Shares commitment and the Holdback Shares (the "Minimum Drawdown"), from the full subscription commitment of $20,000,000. Subsequent to the satisfaction of the conditions described in Section 3.2, the Company shall have the option of issuing Preferred Stock in an aggregate amount of a Call (as defined below) or issuing unlegended, registered shares of Common Stock. In the event the Company determines to issue Common Stock, the price of the Common Stock shall be equal to 93% of the Market Price. Each purchase of Optional Shares shall occur on an Optional Purchase Date. The Company will have the option to set the date of each draw down (which date shall be sold not less than ten (10) Trading Days following the date of issuance of the applicable Optional Purchase Notice) and the Investment Amount relating to such draw down (each, a "Call"); provided, however, that (i) under no circumstances will shares in excess of 20% of the Company's currently outstanding shares be issued pursuant to this Agreement; (ii) the average daily trading volume of the Company's Common Stock over the course of the previous sixty days preceding each Call must be greater than 80,000 shares per Trading Day as reported by Bloomberg L.P.; and (iii) no Call may be made if the closing bid price per share of the Company's Common Stock is less than $4.00 for any five (5) of the ten (10) Trading Days immediately preceding the Call Date. In addition, the Company shall not deliver an Optional Purchase Notice until the expiration of an applicable Trading Cushion. (b) The Company may in its sole discretion on any Optional Purchase Date sell to the Investors the number of shares of Preferred Stock determined by dividing the Investment Amount by the Selling Shareholders in per share purchase price equal to $100.00 or the following numbers and ratios: Blue Chip and number of shares of Common Stock determined by dividing the Lipton Group will each sell one-half Investment Amount by 93% of the Optional SharesMarket Price of the Common Stock. The number of Optional Shares Investment Amount relating to each Call shall be purchased determined by each Underwriter the Company, shall be in the same percentage (adjusted by the Representative to eliminate fractional shares) minimum amount of the total number of Optional Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. The over-allotment option $100,000 and may be exercised in whole or increments of $10,000 in part at any time or times on or before 12:00 noonexcess thereof but shall not exceed $1,500,000. Notwithstanding the foregoing, Cincinnati time, on the day before the Firm Shares Closing Date (as defined in Section 2 below), and only once at any time after that date and within 30 days after the Effective Date (as defined in Section 3 below) (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), in each case upon written or telecopier notice, or verbal or telephonic notice confirmed by written or telecopier notice, by the Representative to the Company no later than 12:00 noon, Cincinnati time, on the day before the Firm Shares Closing Date or at least three days before the Optional Shares Closing Date (as defined in Section 2 below), as the case may be, setting forth the number of Optional Shares to be purchased and the Investors may by mutual agreement from time and date (if other than the Firm Shares Closing Date) of such purchaseto time provide for a greater Investment Amount per Call.

Optional Shares. On (a) In addition to the basis purchase of the representations, warranties and agreements contained in, and subject Initial Shares pursuant to the terms and conditions of, this AgreementSection 2.2(a), the Selling Shareholders hereby grant Investors agree to make additional purchases of shares of Common Stock for up to Twenty-Two Million Dollars ($22,000,000) in the several Underwriters an option to purchase, severally and not jointly, all or any part of the Optional Shares at the same price per Share set forth in Section 1.1 aggregate (the "over-allotment optionOptional Shares"). Each purchase of such shares shall occur on an Optional Purchase Date. During the Commitment Period, the Company will be obligated to draw down a minimum of Thirteen Million Dollars ($13,000,000), including the Initial Shares commitment, from the full subscription commitment of $25,000,000. The Company will have the option to set the date of each draw down and the Investment Amount relating to such draw down (each, a "Call"); provided, however, that under no circumstances will shares in excess of 20% of the Company's currently outstanding shares be issued pursuant to this Agreement and provided further that the average daily trading volume over the course of the previous six months preceding each Call must be greater than 75,000 shares per Trading Day as reported by Bloomberg L.P. (b) The Company may in its sole discretion on any Optional Shares Purchase Date sell to the Investors the number of shares of Common Stock determined by dividing the Investment Amount by the per share purchase price equal to 93% of the Market Price on the Optional Purchase Date with respect to each Call (provided, however, that in no event will such purchase price be greater than 150% of the Market Price on the Subscription Date). The Investment Amount relating to each Call shall be sold determined by the Selling Shareholders in the following numbers and ratios: Blue Chip and the Lipton Group will each sell one-half of the Optional Shares. The number of Optional Shares to be purchased by each Underwriter Company, shall be in the same percentage (adjusted by the Representative to eliminate fractional shares) minimum amount of the total number of Optional Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. The over-allotment option $200,000 and may be exercised in whole or increments of $10,000 in part at any time or times on or before 12:00 noonexcess thereof but shall not exceed $2,000,000. In addition, Cincinnati time, on the day before the Firm Shares Closing Date (as defined in Section 2 below), and only once at any time after that date and within 30 days after the Effective Date (as defined in Section 3 below) (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), in each case upon written or telecopier notice, or verbal or telephonic notice confirmed by written or telecopier notice, by the Representative to the Company no later than 12:00 noonshall not deliver an Optional Purchase Notice until the expiration of an applicable Trading Cushion. Notwithstanding the foregoing, Cincinnati time, on the day before the Firm Shares Closing Date or at least three days before the Optional Shares Closing Date (as defined in Section 2 below), as the case may be, setting forth the number of Optional Shares to be purchased Company and the Investor Agent may by mutual agreement from time and date (if other than the Firm Shares Closing Date) of such purchaseto time provide for a greater Investment Amount per Call. Section 2.4 [intentionally left blank]

Optional Shares. On (i) The Purchasers shall have the basis of the representationsoption, warranties and agreements contained in, and subject to the terms and conditions of, this Agreement, the Selling Shareholders hereby grant to the several Underwriters an option to purchase, severally and not jointly, all or any part of the Optional Shares at the same price per Share set forth in Section 1.1 (the "over-allotment option"). The Optional Shares shall be sold by the Selling Shareholders in the following numbers and ratios: Blue Chip and the Lipton Group will each sell one-half of the Optional Shares. The number of Optional Shares to be purchased by each Underwriter shall be in the same percentage (adjusted by the Representative to eliminate fractional shares) of the total number of Optional Shares to be purchased by the Underwriters as such Underwriter is purchasing of the Firm Shares. The over-allotment option may be exercised in whole or in part at any time or times on or before 12:00 noon, Cincinnati time, on from time to time during the six (6) months following the day before that is the Firm first Business Day after the consummation of the Business Combination (the “Option Period”), to purchase common equity of the Surviving Entity (the “Optional Shares”) at a price per Optional Share of $10.00, subject to adjustment in proportion to any stock dividends, stock splits, reverse stock splits or similar transactions involving the Class A Shares Closing Date in connection with the Business Combination, in an aggregate amount equal to the difference between (A) $150,000,000.00 and (B) the lesser of (x) the Redemption Obligation or (y) $100,000,000.00. (ii) In the event the Purchasers desire to purchase any Optional Shares from the Surviving Entity, the Purchasers shall deliver to the Surviving Entity or the Company, as applicable, a notice (the “Option Exercise Notice”) at least five (5) Business Days (as defined below) prior to the desired date of purchase (or such lesser number of days as the Surviving Entity or the Company, as applicable, may consent to in Section 2 belowwriting) (each such date of purchase, an “Option Closing Date”), and only once at any time after that date and within 30 days after specifying (A) the Effective Date Option Closing Date, (as defined in Section 3 belowB) (or, if such 30th day shall be a Saturday or Sunday or a holiday, on the next business day thereafter when the New York Stock Exchange is open for trading), in each case upon written or telecopier notice, or verbal or telephonic notice confirmed by written or telecopier notice, by the Representative to the Company no later than 12:00 noon, Cincinnati time, on the day before the Firm Shares Closing Date or at least three days before the Optional Shares Closing Date (as defined in Section 2 below), as the case may be, setting forth the number of Optional Shares each Purchaser desires to be purchased purchase and (C) the time aggregate purchase price payable by each Purchaser for its Optional Shares (the “Purchaser’s Purchase Price”). At least two (2) Business Days prior to an Option Closing Date, the Surviving Entity or the Company, as applicable, shall deliver wire instructions to the Purchasers named in the Option Exercise Notice. At the Option Closing (as defined below), subject to the fulfillment or waiver of the conditions set forth in Section 6, (A) each Purchaser shall deliver to the Surviving Entity its Purchaser’s Purchase Price (as set forth in the Option Exercise Notice) by wire transfer of U.S. dollars in immediately available funds to the account specified by the Surviving Entity or the Company, as applicable and date (if B) upon receipt of such funds, the Surviving Entity shall (x) issue the Optional Shares to each Purchaser, in the amounts set forth in the Option Exercise Notice, free and clear of any liens or other restrictions whatsoever (other than those arising under state or federal securities laws), registered in the Firm name of such Purchaser (or its nominee in accordance with its delivery instructions), or to a custodian designated by such Purchaser, as applicable, with such Optional Shares Closing Datebeing issued in book-entry form and (y) deliver each Purchaser a notice in accordance with Section 151(f) of the Delaware General Corporation Law (the “DGCL”) regarding the issuance of such purchaseOptional Shares in book-entry form to such Purchaser containing the legend set forth below. For purposes of this Agreement, (A) “Business Day” means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York and (B) “Option Closing” means the closing, on the Option Closing Date set forth in the applicable Option Exercise Notice, of the purchase and sale of the number of Optional Shares set forth in the applicable Option Exercise Notice.