Common use of Optional Shares Clause in Contracts

Optional Shares. (i) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Underwriters shall have the option to purchase (pursuant to clause (A) or clause (B) below, as applicable, severally and not jointly, upon written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date hereof) 1,466,165 Optional Shares at a price per share equal to the Purchase Price referred to in Section 4(a)(i) less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares (the “Option Purchase Price”). Such Optional Shares shall be purchased for the account of each Underwriter in proportion to the number of Borrowed Firm Shares set forth opposite such Underwriter’s name in Exhibit A hereto (subject to adjustment to eliminate fractions). The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Following delivery of an exercise notice: (A) The Company may, in its sole discretion, within one business day after such notice is given, execute and deliver to each Forward Purchaser an additional letter agreement substantially in the form attached hereto as Exhibit F between the Company and the applicable Forward Purchaser (each, an “Additional Forward Sale Agreement”) providing for the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in such Additional Forward Sale Agreement), of a number of shares of Stock equal to the aggregate number of Optional Shares being purchased by the Underwriters from such Forward Seller pursuant to the exercise of such option. Upon the Company’s execution and delivery to such Forward Purchaser of such Additional Forward Sale Agreement, such Forward Purchaser shall promptly execute and deliver to the Company such Additional Forward Sale Agreement, and upon such execution and delivery to the Company, on the basis of the representations, warranties and agreements contained herein, but subject to the terms and conditions herein stated, each of the Forward Sellers and the Company (with respect to any Company Top-Up Optional Shares), severally and not jointly, hereby agrees to sell to the several Underwriters such number of Optional Shares to be sold by such Forward Seller at the Option Purchase Price. (B) If the Company does not timely execute and deliver the Additional Forward Sale Agreements pursuant to clause (A) above, then on the basis of the representations, warranties and agreements contained in this Agreement, and subject to the terms and conditions stated herein, the Company hereby agrees to sell to the several Underwriters the aggregate number of Optional Shares with respect to which the option is being exercised at the Option Purchase Price. (ii) If the Company has entered into an Additional Forward Sale Agreement with a Forward Purchaser pursuant to Section 4(b)(i)(A), and (w) any of the representations and warranties of the Company contained in Section 2 or any certificate delivered pursuant hereto are not true and correct in all material respects (or if qualified by material or Material Adverse Effect, in all respects) as of the relevant Optional Closing Date, (x) the Company has not performed all of the additional obligations required to be performed by it under this Agreement on or prior to the relevant Optional Closing Date, (y) any of the conditions set forth in Section 7 have not been satisfied on or prior to the relevant Optional Closing Date, or (z) all of the “Conditions to Effectiveness” set forth in Section 3 of the relevant Additional Forward Sale Agreement are not satisfied on or prior to the relevant Optional Closing Date (clauses (w) through (z), together, the “Additional Conditions”), then its affiliated Forward Seller, in its sole discretion, may elect not to deliver for sale to the Underwriters on the relevant Optional Closing Date the Borrowed Optional Shares. In addition, in the event that(A) a Forward Purchaser (or its affiliated Forward Seller, as applicable) is unable to borrow and deliver for sale under this Agreement a number of shares of Stock equal to the number of Borrowed Optional Shares to be sold by it hereunder or (B) in such Forward Purchaser’s commercially reasonably judgment, either it is impracticable to do so or such Forward Purchaser (or, if applicable, its affiliated Forward Seller) would incur a Stock Loan Fee (as defined in the applicable Forward Sale Agreement) of more than 25 basis points per annum to borrow and deliver for sale under this Agreement a number of shares of Stock equal to the number of Borrowed Optional Shares to be sold by it hereunder, then, in each case, such Forward Seller shall only be required to deliver for sale to the Underwriters on the relevant Optional Closing Date the aggregate number of shares of Stock that the Forward Purchaser (or its affiliated Forward Seller, as applicable) is able to so borrow at or below such cost, which, for the avoidance of doubt, may be zero. (iii) If (A) a Forward Seller elects, pursuant to Section 4(a)(ii), not to deliver for sale to the Underwriters on the First Closing Date the total number of Borrowed Firm Shares to be sold by it hereunder, or (B) a Forward Purchaser has entered into an Additional Forward Sale Agreement with the Company pursuant to Section 4(b)(i)(A) and it elects, pursuant to Section 4(b)(ii), not to deliver for sale to the Underwriters on the relevant Optional Closing Date the total number of Borrowed Optional Shares to be sold by it hereunder for such Optional Closing Date, such Forward Seller will use its commercially reasonable efforts to notify the Company of such election no later than 5:00 p.m., New York City time, on the business day prior to the First Closing Date or such Optional Closing Date, as the case may be. Notwithstanding anything to the contrary herein, in no event will the Company be required to issue or deliver the applicable Company Top-Up Shares (as defined in Section 11) prior to the business day following notice to the Company of the relevant number of Securities so deliverable in accordance with this Section 4.

Optional Shares. (i) On at the basis purchase price per share set forth in the paragraph above, for the purpose of covering sales of shares in excess of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Underwriters shall have the option number of Firm Shares. Any such election to purchase (pursuant to clause (A) or clause (B) below, as applicable, severally and not jointly, upon Optional Shares may be exercised only by written notice from the Representatives given to the Company from time to time not more than 30 days subsequent to the date hereof) 1,466,165 Optional Shares at a price per share equal to the Purchase Price referred to in Section 4(a)(i) less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares (the “Option Purchase Price”). Such Optional Shares shall be purchased for the account of each Underwriter in proportion to the number of Borrowed Firm Shares set forth opposite such Underwriter’s name in Exhibit A hereto (subject to adjustment to eliminate fractions). The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives you to the Company. Following delivery , given within a period of an exercise notice: (A) The Company may, in its sole discretion, within one business 30 consecutive calendar days beginning the day after such notice is giventhe date of this Agreement, execute and deliver to each Forward Purchaser an additional letter agreement substantially in the form attached hereto as Exhibit F between the Company and the applicable Forward Purchaser (each, an “Additional Forward Sale Agreement”) providing for the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in such Additional Forward Sale Agreement), of a number of shares of Stock equal to setting forth the aggregate number of Optional Shares being to be purchased and the date on which such Optional Shares are to be delivered, as determined by you but in no event earlier than the Underwriters from such Forward Seller pursuant to First Time of Delivery (as defined in Section 4 hereof) or, unless you and the exercise Company otherwise agree in writing, earlier than two or later than ten business days after the date of such optionnotice. 3. Upon the authorization by you of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for sale upon the terms and conditions set forth in the Prospectus. (a) The Company hereby confirms its engagement of the services of the Independent Underwriter as, and the Independent Underwriter hereby confirms its agreement with the Company to render services as, a "qualified independent underwriter" within the meaning of Section 2(o) of Rule 2720 with respect to the offering and sale of the Shares. (b) The Independent Underwriter hereby represents and warrants to, and agrees with, the Company and the Underwriters that with respect to the offering and sale of the Shares as described in the Prospectus: (i) The Independent Underwriter constitutes a "qualified independent underwriter" within the meaning of Section 2(o) of Rule 2720; (ii) The Independent Underwriter has participated in the preparation of the Registration Statement and the Prospectus and has exercised the usual standards of "due diligence" in respect thereto; (iii) The Independent Underwriter has undertaken the legal responsibilities and liabilities of an underwriter under the Act specifically including those inherent in Section 11 thereof; (iv) Based upon (A) a review of the Company (after giving effect to the Merger and the Private Placement), including an examination of the Registration Statement, information regarding the earnings, assets, capital structure and growth rate of the Company and other pertinent financial and statistical data, (B) inquiries of and conferences with the management of the Company and its counsel and independent public accountants regarding the business and operations of the Company’s , (C) consideration of the prospects for the industry in which the Company competes, estimates of the business potential of the Company, assessments of its management, the general condition of the securities markets, market prices of the capital stock and debt securities of, and financial and operating data concerning, companies believed by the Independent Underwriter to be comparable to the Company and the demand for securities of comparable companies similar to the Shares, and (D) such other studies, analyses and investigations as the Independent Underwriter has deemed appropriate, and assuming that the offering and sale of the Shares is made as contemplated herein and in the Prospectus, the Independent Underwriter recommends, as of the date of the execution and delivery to such Forward Purchaser of such Additional Forward Sale this Agreement, such Forward Purchaser shall promptly execute and deliver that the initial public offering price for each share be not more than $... 1/4; and (v) Subject to the provisions of Section 8 hereof, the Independent Underwriter will furnish to the Underwriters at the First Time of Delivery a letter, dated the First Time of Delivery, in form and substance satisfactory to the Underwriters, to the effect of clauses (i) through (iv) above. (c) The Independent Underwriter hereby agrees with the Company such Additional Forward Sale and the Underwriters that, as part of its services hereunder, in the event of any amendment or supplement to the Prospectus, the Independent Underwriter will render services as a "qualified independent underwriter" within the meaning of Section 2(l) of Rule 2720 with respect to the offering and sale of the Shares as described in the Prospectus as so amended or supplemented that are substantially the same as those services being rendered with respect to the offering and sale of the Shares as described in the Prospectus (including those described in subsection (b) above). (d) The Company, the Underwriters and the Independent Underwriter agree to comply in all material respects with all of the requirements of Rule 2720 applicable to them in connection with the offering and sale of the Shares. The Company agrees to cooperate with the Underwriters and the Independent Underwriter to enable the Underwriters to comply with Rule 2720 and the Independent Underwriter to perform the services contemplated by this Agreement. (e) As compensation for the services of the Independent Underwriter hereunder, the Company agrees to pay the Independent Underwriter $10,000 at the First Time of Delivery. In addition, the Company agrees promptly to reimburse the Independent Underwriter for all out-of-pocket expenses, including fees and disbursements of counsel, reasonably incurred in connection with this Agreement and the services to be rendered hereunder. (a) The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations and registered in such names as Xxxxxxx, Sachs & Co. may request upon such execution and delivery at least forty-eight hours' prior notice to the Company, shall be delivered by or on the basis behalf of the representationsCompany to Xxxxxxx, warranties and agreements contained hereinXxxxx & Co., but subject through the facilities of the Depository Trust Company, ("DTC") for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchase price therefor by wire transfer of Federal (same-day) funds to the terms and conditions herein stated, each of the Forward Sellers and account specified by the Company to Xxxxxxx, Sachs & Co. at least forty-eight hours in advance. The Company will cause the certificates representing the Shares to be made available for checking and packaging at least twenty-four hours prior to the Time of Delivery (as defined below) with respect thereto at the office of DTC or its designated custodian (the "Designated Office"). The time and date of such delivery and payment shall be, with respect to any Company Top-Up Optional the Firm Shares), severally and not jointly, hereby agrees to sell to the several Underwriters such number of Optional Shares to be sold by such Forward Seller at the Option Purchase Price. (B) If the Company does not timely execute and deliver the Additional Forward Sale Agreements pursuant to clause (A) above, then on the basis of the representations, warranties and agreements contained in this Agreement, and subject to the terms and conditions stated herein, the Company hereby agrees to sell to the several Underwriters the aggregate number of Optional Shares with respect to which the option is being exercised at the Option Purchase Price. (ii) If the Company has entered into an Additional Forward Sale Agreement with a Forward Purchaser pursuant to Section 4(b)(i)(A), and (w) any of the representations and warranties of the Company contained in Section 2 or any certificate delivered pursuant hereto are not true and correct in all material respects (or if qualified by material or Material Adverse Effect, in all respects) as of the relevant Optional Closing Date, (x) the Company has not performed all of the additional obligations required to be performed by it under this Agreement on or prior to the relevant Optional Closing Date, (y) any of the conditions set forth in Section 7 have not been satisfied on or prior to the relevant Optional Closing Date, or (z) all of the “Conditions to Effectiveness” set forth in Section 3 of the relevant Additional Forward Sale Agreement are not satisfied on or prior to the relevant Optional Closing Date (clauses (w) through (z), together, the “Additional Conditions”), then its affiliated Forward Seller, in its sole discretion, may elect not to deliver for sale to the Underwriters on the relevant Optional Closing Date the Borrowed Optional Shares. In addition, in the event that(A) a Forward Purchaser (or its affiliated Forward Seller, as applicable) is unable to borrow and deliver for sale under this Agreement a number of shares of Stock equal to the number of Borrowed Optional Shares to be sold by it hereunder or (B) in such Forward Purchaser’s commercially reasonably judgment, either it is impracticable to do so or such Forward Purchaser (or, if applicable, its affiliated Forward Seller) would incur a Stock Loan Fee (as defined in the applicable Forward Sale Agreement) of more than 25 basis points per annum to borrow and deliver for sale under this Agreement a number of shares of Stock equal to the number of Borrowed Optional Shares to be sold by it hereunder, then, in each case, such Forward Seller shall only be required to deliver for sale to the Underwriters on the relevant Optional Closing Date the aggregate number of shares of Stock that the Forward Purchaser (or its affiliated Forward Seller, as applicable) is able to so borrow at or below such cost, which, for the avoidance of doubt, may be zero. (iii) If (A) a Forward Seller elects, pursuant to Section 4(a)(ii), not to deliver for sale to the Underwriters on the First Closing Date the total number of Borrowed Firm Shares to be sold by it hereunder, or (B) a Forward Purchaser has entered into an Additional Forward Sale Agreement with the Company pursuant to Section 4(b)(i)(A) and it elects, pursuant to Section 4(b)(ii), not to deliver for sale to the Underwriters on the relevant Optional Closing Date the total number of Borrowed Optional Shares to be sold by it hereunder for such Optional Closing Date, such Forward Seller will use its commercially reasonable efforts to notify the Company of such election no later than 5:00 p.m.9:30 a.m., New York City time, on the business day prior to the First Closing Date or such Optional Closing Date, as the case may be. Notwithstanding anything to the contrary herein, in no event will the Company be required to issue or deliver the applicable Company Top-Up Shares (as defined in Section 11) prior to the business day following notice to the Company of the relevant number of Securities so deliverable in accordance with this Section 4.....

Optional Shares. (ia) On the basis The Company hereby conveys to each of the representationsInvestors a one-time option exercisable by each of the Investors on one occasion at any time on or prior to March 31, warranties 2023 (the “Exercise Period”), to purchase all (but not less than all) of the number of shares of Series A Preferred Stock set forth next to their names on Exhibit B attached hereto under the heading “Optional Shares” for an aggregate purchase price of $25,000,000 and agreements herein containeda stated value of $1,000 per share (the “Optional Shares”) for the purchase price set forth opposite the name of such Investor on Exhibit B under the heading “Applicable Purchase Price for the Optional Shares” (such option, but subject the “Optional Shares Election Option”). For the avoidance of doubt, the Optional Shares Election Option may be exercised by each of the Investors at any time during the Exercise Period, and need not be exercised by the Investors at the same time. By written notice to the terms and conditions herein set forthCompany, an Investor may terminate its Optional Shares Election Option at any time prior to the Underwriters shall have the option to purchase applicable Optional Share Purchase Closing. (pursuant to clause (Ab) or clause (B) below, as applicableThe Optional Shares Election Option may, severally and not jointly, upon written notice from be irrevocably (subject to Section 1.4(d) and the Representatives given satisfaction (or, to the extent permitted by applicable law, waiver by the party entitled to the benefit thereof) of the applicable conditions set forth in Article V), exercised by an Investor (the “Exercising Investor”) by delivering to the Company from time to time not more a written notice (each such notice, an “Exercise Notice”) stating that the Exercising Investor is exercising its Optional Shares Election Option. (c) No later than 30 days subsequent to five (5) Business Days following the date hereof) 1,466,165 Optional Shares at a price per share equal to of the Purchase Price referred to in Section 4(a)(i) less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares (the “Option Purchase Price”). Such Optional Shares shall be purchased for the account of each Underwriter in proportion to the number of Borrowed Firm Shares set forth opposite such Underwriter’s name in Exhibit A hereto (subject to adjustment to eliminate fractions). The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Following delivery of an exercise notice: (A) The Company mayExercise Notice, in its sole discretion, within one business day after such notice is given, execute and deliver to each Forward Purchaser an additional letter agreement substantially in the form attached hereto as Exhibit F between the Company and the Exercising Investor shall mutually determine in writing the place and time for the closing of the issuance, sale and purchase of the applicable Forward Purchaser Optional Shares (eacheach such closing, an “Additional Forward Sale AgreementOptional Share Purchase Closing”). The obligations of the Company and the Exercising Investor to purchase the applicable Optional Shares at the applicable Optional Share Purchase Closing (the date thereof, the “Optional Share Purchase Closing Date”) providing for the forward sale by the Company, shall be subject to the Company’s right to elect Cash Settlement or Net Share Settlement satisfaction (as such terms are defined in such Additional Forward Sale Agreement)or, of a number of shares of Stock equal to the aggregate number of Optional Shares being purchased extent permitted by applicable law, waiver by the Underwriters from such Forward Seller pursuant party entitled to the exercise of such option. Upon the Company’s execution and delivery to such Forward Purchaser of such Additional Forward Sale Agreement, such Forward Purchaser shall promptly execute and deliver to the Company such Additional Forward Sale Agreement, and upon such execution and delivery to the Company, on the basis of the representations, warranties and agreements contained herein, but subject to the terms and conditions herein stated, each of the Forward Sellers and the Company (with respect to any Company Top-Up Optional Shares), severally and not jointly, hereby agrees to sell to the several Underwriters such number of Optional Shares to be sold by such Forward Seller at the Option Purchase Price. (Bbenefit thereof) If the Company does not timely execute and deliver the Additional Forward Sale Agreements pursuant to clause (A) above, then on the basis of the representations, warranties and agreements contained in this Agreement, and subject to the terms and conditions stated herein, the Company hereby agrees to sell to the several Underwriters the aggregate number of Optional Shares with respect to which the option is being exercised at the Option Purchase Price. (ii) If the Company has entered into an Additional Forward Sale Agreement with a Forward Purchaser pursuant to Section 4(b)(i)(A), and (w) any of the representations and warranties of the Company contained in Section 2 or any certificate delivered pursuant hereto are not true and correct in all material respects (or if qualified by material or Material Adverse Effect, in all respects) as of the relevant Optional Closing Date, (x) the Company has not performed all of the additional obligations required to be performed by it under this Agreement on or prior to the relevant Optional Closing Date, (y) any of the conditions set forth in Section 7 Article V applicable to an Optional Share Purchase Closing. (d) The Company shall have not been satisfied on or the right to update and/or supplement the Disclosure Schedules prior to any Optional Share Purchase Closing to reflect any and all events, circumstances or changes that arise after the relevant Optional Closing Datedate of this Agreement by delivery to the Exercising Investor of one or more written updates and/or supplements (each, or (z) a “Disclosure Update”). The applicable Disclosure Schedules shall be deemed amended and supplemented by all of the “Conditions to Effectiveness” information set forth in Section 3 any such Disclosure Update and each of the relevant Additional Forward Sale representations and warranties made in this Agreement are not satisfied on or prior shall be deemed qualified by the Disclosure Update, unless the Exercising Investor delivers written notice to the relevant Optional Closing Date Company within five (clauses (w5) through (z), together, Business Days after receipt of the “Additional Conditions”), then Disclosure Update rejecting the Disclosure Update and withdrawing its affiliated Forward SellerExercise Notice, in its sole discretion, may elect not to deliver for sale to which case the Underwriters on the relevant Optional Closing Date the Borrowed Optional Shares. In addition, in the event that(A) a Forward Purchaser (or its affiliated Forward Seller, as applicable) is unable to borrow and deliver for sale under this Agreement a number of shares of Stock equal to the number of Borrowed Optional Shares to Exercise Notice shall be sold by it hereunder or (B) in such Forward Purchaser’s commercially reasonably judgment, either it is impracticable to do so or such Forward Purchaser (or, if applicable, its affiliated Forward Seller) would incur a Stock Loan Fee (as defined in the applicable Forward Sale Agreement) of more than 25 basis points per annum to borrow and deliver for sale under this Agreement a number of shares of Stock equal to the number of Borrowed Optional Shares to be sold by it hereunder, then, in each case, such Forward Seller shall only be required to deliver for sale to the Underwriters on the relevant Optional Closing Date the aggregate number of shares of Stock that the Forward Purchaser (or its affiliated Forward Seller, as applicable) is able to so borrow at or below such cost, whichdeemed withdrawn and, for the avoidance of doubtdoubt the Optional Shares Election Option shall continue in force and effect in accordance with the terms hereof as if the Election Notice had never been delivered. If the Exercising Investor does not reject the Disclosure Update in accordance with the immediately preceding sentence, may the applicable sections of the Disclosure Schedules shall be zerodeemed amended and supplemented by all information set forth in such Disclosure Update, each of the representations and warranties made in this Agreement shall be deemed qualified by the Disclosure Update, and subject to the satisfaction (or, to the extent permitted by applicable law, waiver by the party entitled to the benefit thereof) of the conditions set forth in Article V applicable to an Optional Share Purchase Closing, the Exercising Investor shall be obligated to purchase the applicable Optional Shares at the applicable Optional Share Purchase Closing. (iiie) If At each Optional Share Purchase Closing: (i) the Exercising Investor shall (A) a Forward Seller electspay, pursuant or cause to Section 4(a)(ii)be paid, not to deliver for sale to the Underwriters on Company the First Closing Date purchase price for the total number of Borrowed Firm Shares to be sold by it hereunder, or (B) a Forward Purchaser has entered into an Additional Forward Sale Agreement with the Company pursuant to Section 4(b)(i)(A) and it elects, pursuant to Section 4(b)(ii), not to deliver for sale to the Underwriters on the relevant Optional Closing Date the total number of Borrowed Optional Shares to be sold purchased by it hereunder for the Exercising Investor at the applicable Optional Share Purchase Closing by wire transfer of immediately available funds to an account designated in writing by the Company at least two (2) Business Days prior to such Optional Closing DateShare Purchase Closing, such Forward Seller will use its commercially reasonable efforts to notify the Company of such election no later than 5:00 p.m., New York City time, on the business day prior to the First Closing Date or such Optional Closing Date, as the case may be. Notwithstanding anything to the contrary herein, in no event will the Company be required to issue or and (B) deliver the applicable Company Top-Up Shares (as defined in Section 11) prior to the business day following notice to the Company a duly executed, valid, accurate and properly completed Internal Revenue Service Form W-9 or the applicable Form W-8, as applicable; and (ii) the Company shall issue and deliver to the Exercising Investor evidence reasonably satisfactory to the Exercising Investor of the relevant number issuance of Securities so deliverable the Optional Shares to be purchased by the Exercising Investor at the applicable Optional Share Purchase Closing in accordance with this Section 4the name of the Exercising Investor by book-entry on the books and records of the Company.

Optional Shares. (i) On In addition, the Company hereby grants to the several Underwriters the option to purchase, and upon the basis of the representations, warranties and agreements herein contained, but representations and subject to the terms and conditions herein set forth, the Underwriters shall have the option right to purchase (pursuant to clause (A) or clause (B) below, as applicablepurchase, severally and not jointly, upon written notice from the Representatives given Company, ratably in accordance with the number of Initial Shares to be purchased by each of them (subject to such adjustment as you shall determine to avoid fractional shares), all or a portion of the Optional Shares as may be necessary to cover over-allotments made in connection with the offering of the Initial Shares, at the same purchase price per share to be paid by the Underwriters to the Company from for the Initial Shares. This option may be exercised by you on behalf of the several Underwriters at any time to time (but not more than 30 days subsequent to once) on or before the thirtieth day following the date hereof) 1,466,165 Optional Shares at a price per share equal to the Purchase Price referred to in Section 4(a)(i) less an amount per share equal to any dividends or distributions declared , by the Company and payable on the Firm Shares but not payable on the Optional Shares (the “Option Purchase Price”). Such Optional Shares shall be purchased for the account of each Underwriter in proportion to the number of Borrowed Firm Shares set forth opposite such Underwriter’s name in Exhibit A hereto (subject to adjustment to eliminate fractions). The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon written notice by the Representatives to the Company. Following delivery of an exercise notice: (A) The Company may, in its sole discretion, within one business day after such Such notice is given, execute and deliver to each Forward Purchaser an additional letter agreement substantially in the form attached hereto as Exhibit F between the Company and the applicable Forward Purchaser (each, an “Additional Forward Sale Agreement”) providing for the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in such Additional Forward Sale Agreement), of a number of shares of Stock equal to shall set forth the aggregate number of Optional Shares as to which the option is being purchased by the Underwriters from such Forward Seller pursuant to the exercise of such option. Upon the Company’s execution and delivery to such Forward Purchaser of such Additional Forward Sale Agreement, such Forward Purchaser shall promptly execute and deliver to the Company such Additional Forward Sale Agreementexercised, and upon the date and time when Optional Shares are to be delivered (such execution date and delivery time being herein referred to as the Company"Date of Delivery"); provided, however, that the additional time of purchase shall not be earlier than the Closing Time (as herein defined nor earlier than the second business day after the date on which the basis of option shall have been exercised nor later than the representations, warranties and agreements contained herein, but subject to tenth business day after the terms and conditions date on which the option shall have been exercised. As used herein stated, each of "business day" shall mean a day on which the Forward Sellers and the Company (with respect to any Company Top-Up Optional Shares), severally and not jointly, hereby agrees to sell to the several Underwriters such New York Stock Exchange is open for trading. The number of Optional Shares to be sold by such Forward Seller at to each Underwriter shall be the Option Purchase Price. (B) If number which bears the Company does not timely execute and deliver the Additional Forward Sale Agreements pursuant same proportion to clause (A) above, then on the basis of the representations, warranties and agreements contained in this Agreement, and subject to the terms and conditions stated herein, the Company hereby agrees to sell to the several Underwriters the aggregate number of Optional Additional Shares with respect to which the option is being exercised at the Option Purchase Price. (ii) If the Company has entered into an Additional Forward Sale Agreement with a Forward Purchaser pursuant to Section 4(b)(i)(A), and (w) any of the representations and warranties of the Company contained in Section 2 or any certificate delivered pursuant hereto are not true and correct in all material respects (or if qualified by material or Material Adverse Effect, in all respects) purchased as of the relevant Optional Closing Date, (x) the Company has not performed all of the additional obligations required to be performed by it under this Agreement on or prior to the relevant Optional Closing Date, (y) any of the conditions set forth in Section 7 have not been satisfied on or prior to the relevant Optional Closing Date, or (z) all of the “Conditions to Effectiveness” set forth in Section 3 of the relevant Additional Forward Sale Agreement are not satisfied on or prior to the relevant Optional Closing Date (clauses (w) through (z), together, the “Additional Conditions”), then its affiliated Forward Seller, in its sole discretion, may elect not to deliver for sale to the Underwriters on the relevant Optional Closing Date the Borrowed Optional Shares. In addition, in the event that(A) a Forward Purchaser (or its affiliated Forward Seller, as applicable) is unable to borrow and deliver for sale under this Agreement a number of shares of Stock equal to the number of Borrowed Optional Initial Shares set forth opposite the name of such Underwriter on Schedule A hereto bears to be sold by it hereunder or (B) in such Forward Purchaser’s commercially reasonably judgment, either it is impracticable to do so or such Forward Purchaser (or, if applicable, its affiliated Forward Seller) would incur a Stock Loan Fee (as defined in the applicable Forward Sale Agreement) of more than 25 basis points per annum to borrow and deliver for sale under this Agreement a total number of shares of Stock equal to the number of Borrowed Optional Initial Shares to be sold by it hereunder, then(subject, in each case, to such Forward Seller shall only be required adjustment as you may determine to deliver for sale to the Underwriters on the relevant Optional Closing Date the aggregate number of shares of Stock that the Forward Purchaser (or its affiliated Forward Seller, as applicable) is able to so borrow at or below such cost, which, for the avoidance of doubt, may be zeroeliminate fractional shares). (iii) If (A) a Forward Seller elects, pursuant to Section 4(a)(ii), not to deliver for sale to the Underwriters on the First Closing Date the total number of Borrowed Firm Shares to be sold by it hereunder, or (B) a Forward Purchaser has entered into an Additional Forward Sale Agreement with the Company pursuant to Section 4(b)(i)(A) and it elects, pursuant to Section 4(b)(ii), not to deliver for sale to the Underwriters on the relevant Optional Closing Date the total number of Borrowed Optional Shares to be sold by it hereunder for such Optional Closing Date, such Forward Seller will use its commercially reasonable efforts to notify the Company of such election no later than 5:00 p.m., New York City time, on the business day prior to the First Closing Date or such Optional Closing Date, as the case may be. Notwithstanding anything to the contrary herein, in no event will the Company be required to issue or deliver the applicable Company Top-Up Shares (as defined in Section 11) prior to the business day following notice to the Company of the relevant number of Securities so deliverable in accordance with this Section 4.

Optional Shares. (i) On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, the Company hereby grants to the several Underwriters shall have the an option to purchase all or any portion of the Optional Shares at the same purchase price as the Firm Shares, for use solely in covering any over-allotments made by the Underwriters in the sale and distribution of the Firm Shares. The option granted hereunder may be exercised in whole or in part at any time (pursuant to clause but not more than once) within 30 days after the effective date of this Agreement upon notice (Aconfirmed in writing) or clause (B) below, as applicable, severally and not jointly, upon written notice from by the Representatives given Representative to the Company from time to time not more than 30 days subsequent to the date hereof) 1,466,165 Optional Shares at a price per share equal to the Purchase Price referred to in Section 4(a)(i) less an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Shares but not payable on the Optional Shares (the “Option Purchase Price”). Such Optional Shares shall be purchased for the account of each Underwriter in proportion to the number of Borrowed Firm Shares set setting forth opposite such Underwriter’s name in Exhibit A hereto (subject to adjustment to eliminate fractions). The right to purchase the Optional Shares or any portion thereof may be exercised from time to time and to the extent not previously exercised may be surrendered and terminated at any time upon notice by the Representatives to the Company. Following delivery of an exercise notice: (A) The Company may, in its sole discretion, within one business day after such notice is given, execute and deliver to each Forward Purchaser an additional letter agreement substantially in the form attached hereto as Exhibit F between the Company and the applicable Forward Purchaser (each, an “Additional Forward Sale Agreement”) providing for the forward sale by the Company, subject to the Company’s right to elect Cash Settlement or Net Share Settlement (as such terms are defined in such Additional Forward Sale Agreement), of a number of shares of Stock equal to the aggregate number of Optional Shares being purchased by the Underwriters from such Forward Seller pursuant as to the exercise of such option. Upon the Company’s execution and delivery to such Forward Purchaser of such Additional Forward Sale Agreement, such Forward Purchaser shall promptly execute and deliver to the Company such Additional Forward Sale Agreement, and upon such execution and delivery to the Company, on the basis of the representations, warranties and agreements contained herein, but subject to the terms and conditions herein stated, each of the Forward Sellers and the Company (with respect to any Company Top-Up Optional Shares), severally and not jointly, hereby agrees to sell to which the several Underwriters are exercising the option, the names and denominations in which the certificates for the Optional Shares are to be registered and the date and time, as determined by you, when the Optional Shares are to be delivered, such time and date being herein referred to as the “Second Closing” and “Second Closing Date,” respectively; provided, however, that the Second Closing Date shall not be earlier than the First Closing Date nor earlier than the second business day after the date on which the option shall have been exercised. The number of Optional Shares to be sold purchased by such Forward Seller at each Underwriter shall be the Option Purchase Price. (B) If the Company does not timely execute and deliver the Additional Forward Sale Agreements pursuant to clause (A) above, then on the basis same percentage of the representations, warranties and agreements contained in this Agreement, and subject to the terms and conditions stated herein, the Company hereby agrees to sell to the several Underwriters the aggregate total number of Optional Shares with respect to which the option is being exercised at the Option Purchase Price. (ii) If the Company has entered into an Additional Forward Sale Agreement with a Forward Purchaser pursuant to Section 4(b)(i)(A), and (w) any of the representations and warranties of the Company contained in Section 2 or any certificate delivered pursuant hereto are not true and correct in all material respects (or if qualified by material or Material Adverse Effect, in all respects) as of the relevant Optional Closing Date, (x) the Company has not performed all of the additional obligations required to be performed purchased by it under this Agreement on or prior to the relevant Optional Closing Date, (y) any of the conditions set forth in Section 7 have not been satisfied on or prior to the relevant Optional Closing Date, or (z) all of the “Conditions to Effectiveness” set forth in Section 3 of the relevant Additional Forward Sale Agreement are not satisfied on or prior to the relevant Optional Closing Date (clauses (w) through (z), together, the “Additional Conditions”), then its affiliated Forward Seller, in its sole discretion, may elect not to deliver for sale to the several Underwriters on the relevant Optional Closing Date the Borrowed Optional Shares. In addition, in the event that(A) a Forward Purchaser (or its affiliated Forward Seller, as applicable) is unable to borrow and deliver for sale under this Agreement a number of shares of Stock equal to the number of Borrowed Optional Firm Shares to be sold purchased by it hereunder or (B) in such Forward Purchaser’s commercially reasonably judgment, either it Underwriter is impracticable to do so or such Forward Purchaser (or, if applicable, its affiliated Forward Seller) would incur a Stock Loan Fee (as defined in the applicable Forward Sale Agreement) of more than 25 basis points per annum to borrow and deliver for sale under this Agreement a number of shares of Stock equal to the number of Borrowed Optional Shares to be sold by it hereunder, then, in each case, such Forward Seller shall only be required to deliver for sale to the Underwriters on the relevant Optional Closing Date the aggregate number of shares of Stock that the Forward Purchaser (or its affiliated Forward Seller, as applicable) is able to so borrow at or below such cost, which, for the avoidance of doubt, may be zero. (iii) If (A) a Forward Seller elects, pursuant to Section 4(a)(ii), not to deliver for sale to the Underwriters on the First Closing Date the total number of Borrowed Firm Shares to be purchased by the several Underwriters, as adjusted by the Representative in such manner as the Representative deems advisable to avoid fractional shares. No Optional Shares shall be sold by it hereunderand delivered unless the Firm Shares previously have been, or (B) a Forward Purchaser has entered into an Additional Forward Sale Agreement with the Company pursuant to Section 4(b)(i)(A) simultaneously are, sold and it elects, pursuant to Section 4(b)(ii), not to deliver for sale to the Underwriters on the relevant Optional Closing Date the total number of Borrowed Optional Shares to be sold by it hereunder for such Optional Closing Date, such Forward Seller will use its commercially reasonable efforts to notify the Company of such election no later than 5:00 p.m., New York City time, on the business day prior to the First Closing Date or such Optional Closing Date, as the case may be. Notwithstanding anything to the contrary herein, in no event will the Company be required to issue or deliver the applicable Company Top-Up Shares (as defined in Section 11) prior to the business day following notice to the Company of the relevant number of Securities so deliverable in accordance with this Section 4delivered.