Common use of Over Allotment Option Clause in Contracts

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Company hereby agrees to issue and sell to the Underwriters the Option Shares, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions per share declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”); (ii) the Underwriters represent that they will only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. (iii) The Representative may exercise the Over-Allotment Option on behalf of the Underwriters at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day after effective date of the Registration Statement, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least two (2) business days after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such Additional Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (B) the Over-Allotment Option Purchase Price; (C) the names and denominations in which the Option Shares are to be registered; and (D) the applicable Additional Closing Date. (v) Payment for the Option Shares (the “Option Shares Payment”) shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative at least two (2) business day in advance of such payment at 10:00 a.m., New York City Time, on the date specified in the corresponding Over-Allotment Exercise Notice, or on the same or such other date and time, as shall be designated in writing by the Representative (an “Additional Closing Date”).

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Company hereby agrees to issue and sell to the Underwriters the Option Shares, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions per share declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”); (ii) the parties agree that the Underwriters represent that they will may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. (iii) The Representative may exercise the Over-Allotment Option on behalf of the Underwriters at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day after effective date of the Registration Statement, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least two one (21) business days day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such Additional Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (B) the Over-Allotment Option Purchase Price; (C) the names and denominations in which the Option Shares are to be registered; and (D) the applicable Additional Closing Date. (v) Payment for the Option Shares (the “Option Shares Payment”) shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative at least two (2) business day in advance of such payment at 10:00 a.m.the office of VCL Law LLP at [●], New York City Eastern Time, on the date specified in the corresponding Over-Allotment Exercise Notice[●], or at such other place on the same or such other date and time, as shall be designated in writing by the Representative (an “Additional Closing Date”). Delivery of the Firm Shares shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representative shall otherwise instruct.

Over Allotment Option. On i) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representationsFirm Units, warranties and covenants herein and subject to the conditions herein, (i) the Company hereby agrees to issue and sell grants to the Underwriters the Option Shares, and the Underwriters shall have the option to purchaseUnderwriters, severally and not jointly, in whole or in part, the Option Shares an option to purchase up to an additional 27,000 Series A Units and 450,000 Series B Units from the Company (together, the “Over-Allotment allotment Option”). Such additional 27,000 Series A Units and 450,000 Series B Units are hereinafter referred to as “Option Units.” The Firm Units and the Option Units are hereinafter collectively referred to as the “Units,” and the Units, the shares of Common Stock, Class B Common Stock, Class A Warrants and Class B Warrants included in each case, at a the Units and the shares of common stock issuable upon exercise of the Class A and Class B Warrants are hereinafter referred to collectively as the “Public Securities.” The purchase price to be paid for the Option Units will be the same price per share equal Option Unit as the price per Firm Unit set forth in Section 1(a) hereof. ii) The Over-allotment Option granted pursuant to Section 1(b)(i) hereof may be exercised by the Representatives as to all (at any time) or any part (from time to time) of the Option Units within 45 days after the Effective Date. The Underwriters will not be under any obligation to purchase any Option Units prior to the Purchase Price less an amount per share equal to any dividends or distributions per share declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”); (ii) the Underwriters represent that they will only exercise of the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. (iii) allotment Option. The Representative may exercise the Over-Allotment allotment Option on behalf granted hereby may be exercised by the giving of the Underwriters at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day after effective date of the Registration Statement, by giving written oral notice to the Company by the Representatives, which must be confirmed in writing by overnight mail or facsimile transmission setting forth the number of Option Units to be purchased and the date and time for delivery of and payment for the Option Units (the “Over-Allotment Exercise NoticeOption Closing Date”). Each exercise date must , which will not be at least two (2) later than five full business days after the written notice is given and may not be nor earlier than the Closing Date nor later than ten (10) two full business days after the date of the notice or such notice. On each dayother time as shall be agreed upon by the Company and the Representatives, if any, that at the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number offices of the Option Shares I-Bankers Securities Incorporated (subject to “I-Bankers”) or at such adjustments to eliminate fractional shares other place as shall be agreed upon by the Representative may determine) that bears Company and the same proportion to the total number of the Option Shares to be purchased on such Additional Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of the Firm SharesRepresentatives. The Representative may cancel any Upon exercise of the Over-Allotment Option at any time prior allotment Option, the Company will become obligated to convey to the Closing Date or the applicable Additional Closing DateUnderwriters, as the case may beand, by giving written notice of such cancellation subject to the Company. (iv) The Over-Allotment Exercise Notice shall terms and conditions set forth: (A) forth herein, the aggregate Underwriters will become obligated to purchase, the number of Option Shares as to which the Over-Allotment Option is being exercised; (B) the Over-Allotment Option Purchase Price; (C) the names and denominations in which the Option Shares are to be registered; and (D) the applicable Additional Closing Date. (v) Payment for the Option Shares (the “Option Shares Payment”) shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative at least two (2) business day in advance of such payment at 10:00 a.m., New York City Time, on the date Units specified in the corresponding Over-Allotment Exercise Notice, or on the same or such other date and time, as shall be designated in writing by the Representative (an “Additional Closing Date”)notice.

Over Allotment Option. On (a) For the basis purposes of covering any over-allotments in connection with the distribution and sale of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Company hereby agrees to issue and sell to the Underwriters the Option Closing Shares, and the Underwriters shall have the Representative is hereby granted an option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”) to purchase up to 180,000 shares of Common Stock, representing fifteen percent (15%) of the Closing Shares sold in the Offering (the “Option Shares”), in each casewhich may be purchased at the Closing Purchase Price. (b) In connection with an exercise of the Over-Allotment Option, at a the purchase price per share to be paid for any Option Shares is equal to the product of the Closing Purchase Price less an amount per share equal to any dividends or distributions per share declared multiplied by the Company and payable on the Firm number of Option Shares but not payable on to be purchased. On an Option Closing Date, the Option Shares Closing Purchase Price shall be paid. (the “c) The Over-Allotment Option Purchase Price”); granted pursuant to this Section 2.02 may be exercised by the Representative as to all (iiat any time) or any part (from time to time) of the Underwriters represent that they Option Shares within forty-five (45) days after the Closing Date. An Underwriter will only not be under any obligation to purchase any Option Shares prior to the exercise of the Over-Allotment Option for by the purpose of covering over-allotments made in connection with the offering of the Firm Shares. (iii) Representative. The Representative may exercise the Over-Allotment Option on behalf granted hereby may be exercised by the giving of the Underwriters at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day after effective date of the Registration Statement, by giving written oral notice to the Company (from the “Over-Allotment Exercise Notice”). Each exercise date Representative, which must be at least two (2) business days after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such Additional and the date and time for delivery of and payment for the Option Shares (each, an “Option Closing Date”), which will not be later than the earlier of (i) forty-five (45) days after the Closing Date and (ii) two (2) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Underwriter’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for the Option Shares does not occur on the Option Closing Date, each Option Closing Date will be as set forth in the notice. Upon exercise of the Over-Allotment Option, the Company will become obligated to convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Firm Option Shares set forth specified in Schedule I hereto opposite the name of such Underwriter bears to the total number of the Firm Sharesnotice. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice expiration of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (B) the Over-Allotment Option Purchase Price; (C) the names and denominations in which the Option Shares are to be registered; and (D) the applicable Additional Closing Date. (v) Payment for the Option Shares (the “Option Shares Payment”) shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds written notice to the account(s) specified by the Company to the Representative at least two (2) business day in advance of such payment at 10:00 a.m., New York City Time, on the date specified in the corresponding Over-Allotment Exercise Notice, or on the same or such other date and time, as shall be designated in writing by the Representative (an “Additional Closing Date”)Company.

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Company hereby agrees to issue and sell to the Underwriters the Option Shares, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions per share declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”); (ii) the parties agree that the Underwriters represent that they will may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. (iii) The Representative may exercise the Over-Allotment Option on behalf of the Underwriters at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day after effective date of the Registration Statement, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least two one (21) business days day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such Additional Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (B) the Over-Allotment Option Purchase Price; (C) the names and denominations in which the Option Shares are to be registered; and (D) the applicable Additional Closing Date. (v) Payment for the Option Shares (the “Option Shares Payment”) shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative at least two (2) business day in advance of such payment at 10:00 a.m., New York City Time, on the date specified in the corresponding Over-Allotment Exercise Notice, or such other place on the same or such other date and time, as shall be designated in writing by the Representative mutually agreed (an “Additional Closing Date”). Delivery of the Firm Shares shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representative shall otherwise instruct.

Over Allotment Option. On In the basis event that the Underwriters are granted an over-allotment option by the Company in the applicable Terms Agreement and the Underwriters exercise their option to purchase all or any portion of the representationsOption Underwritten Securities, the representations and warranties and covenants of the Company contained herein and subject to the conditions herein, (i) statements in any certificates furnished by the Company hereby agrees to issue or any of its Subsidiaries hereunder shall be true and sell to correct as of each Date of Delivery, and, at the Underwriters the Option Sharesrelevant Date of Delivery, and the Underwriters shall have received: (1) A certificate, dated such Date of Delivery, of the option to purchase, severally and not jointly, in whole President or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions per share declared by Vice President of the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”); (ii) the Underwriters represent that they will only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering chief financial officer or chief accounting officer of the Firm SharesCompany, confirming that the certificate delivered at the Closing Time pursuant to Section 5(f) hereof remains true and correct as of such Date of Delivery. (iii2) The Representative may exercise the Over-Allotment Option on behalf of the Underwriters at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day after effective date of the Registration Statement, by giving written notice favorable opinions relating to the Company (Option Underwritten Securities and otherwise to the “Over-Allotment Exercise Notice”). Each exercise date must be at least two (2) business days after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares same effect as the Representative may determineopinions required by Sections 5(b)-(d) that bears hereof each in form and substance satisfactory to counsel for the same proportion to the total number Underwriters, dated such Date of the Option Shares to be purchased on such Additional Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the CompanyDelivery. (iv3) The Over-Allotment Exercise Notice shall set forth: (A) favorable opinion of Cravath, Swaine & Xxxxx, counsel for the aggregate number Underwriters, dated such Date of Option Shares as Delivery, relating to which the Over-Allotment Option is being exercised; (B) the Over-Allotment Option Purchase Price; (C) the names and denominations in which the Option Shares are Underwritten Securities and otherwise to be registered; and (Dthe same effect as the opinion required by Section 5(e) the applicable Additional Closing Datehereof. (v4) Payment for A letter from Xxxxxx Xxxxxxxx LLP, in form and substance satisfactory to the Option Shares (Underwriters and dated such Date of Delivery, substantially in the “Option Shares Payment”same form and substance as the letter furnished to the Underwriters pursuant to Section 5(h) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be madea date not more than three business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, against delivery there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Option Shares to be purchasedCompany's other securities by any such rating organization, by wire transfer in immediately available funds to and no such rating organization shall have publicly announced that it has under surveillance or review its rating of the account(s) specified by Underwritten Securities or any of the Company to the Representative at least two (2) business day in advance of such payment at 10:00 a.m., New York City Time, on the date specified in the corresponding Over-Allotment Exercise Notice, or on the same or such Company's other date and time, as shall be designated in writing by the Representative (an “Additional Closing Date”)securities.

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Company hereby agrees to issue and sell to the Underwriters the Option Shares, and the Underwriters shall have the option to subscribe for and purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions per share declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”); (ii) the parties agree that the Underwriters represent that they will may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. (iii) The Representative may exercise the Over-Allotment Option on behalf of the Underwriters at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day after effective date of the Registration Statement, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least two one (21) business days day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such Additional Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (B) the Over-Allotment Option Purchase Price; (C) the names and denominations in which the Option Shares are to be registered; and (D) the applicable Additional Closing Date. (v) Payment for the Option Shares (the “Option Shares Payment”) shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative at least two (2) business day in advance of such payment at 10:00 a.m.the office of King & Wood Mallesons LLP at [●], New York City Eastern Time, on the date specified in the corresponding Over-Allotment Exercise Notice[●], or at such other place on the same or such other date and time, as shall be designated in writing by the Representative (an “Additional Closing Date”). Delivery of the Firm Shares shall be made through the facilities of DTC, unless the Representative shall otherwise instruct.

Over Allotment Option. On To the basis extent that any Buyer does not elect to purchase its Pro Rata Share of the representations, warranties and covenants herein and subject Units on or prior to the conditions herein, (i) Election Termination Date, then Buyers who wish to purchase more than their Pro Rata Share of Units shall deliver to the Company hereby agrees to issue and sell at least five (5) Business Days prior to the Underwriters Election Termination Date an Election Notice to purchase Units on the Option Shares, Election Termination Date and the Underwriters shall have maximum dollar amount of Units it wishes to purchase on such date. On or prior to the option third Business Day prior to purchase, severally and not jointly, in whole or in partthe Election Termination Date, the Option Shares Company shall determine from all the Company applicable Election Notices received the maximum amount of Units that all Buyers collectively wish to purchase on the Election Closing Date in excess of their Pro Rata Share of Units and the amount of Units each such Buyer may Purchase in excess of its Pro Rata Share (such amount of Units, the “Over-Allotment OptionAmount”), in and shall deliver written notice to each case, such Buyer specifying the total amount of Units to be purchased by each Buyer at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions per share declared by the Company and payable corresponding Election Closing on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”); (ii) the Underwriters represent that they will only exercise Election Termination Date, and setting forth the Over-Allotment Option for the purpose Amount of covering over-allotments made in connection with the offering of the Firm Shares. (iii) The Representative may exercise the Over-Allotment Option on behalf of the Underwriters at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day after effective date of the Registration Statement, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least two (2) business days after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of the Option Shares Units to be purchased on by each such Additional Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of the Firm SharesBuyer. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice Amount shall set forth: be determined by (Ax) subtracting from 4,000 the aggregate amount of Units elected to be purchased by each Buyer pursuant to this Section 1(c) up to such Buyer’s Pro Rata Amount, and (y) multiplying that difference by the Pro Rata Share of each Buyer electing to purchase Units in excess of its Pro Rata Share of Units, except that the denominator in such calculation shall only include each Buyer electing to purchase Units in excess of its Pro Rata Share of Units, provided that the a Buyer shall not be required to purchase an amount of Units in excess of the maximum number of Option Shares as Units set forth in its corresponding Election Notice (and to the extent any Units are left over after such calculation, such calculation is to be re-run only including Buyers electing to purchase in excess of their Pro Rata Share of Units for which the their respective Over-Allotment Option is being exercised; (B) Amounts in the Over-Allotment Option Purchase Price; (C) prior calculation do not exceed the names and denominations in which the Option Shares are maximum numbers of Units to be registered; and (D) the applicable Additional Closing Date. (v) Payment for the Option Shares (the “Option Shares Payment”) shall be made, against delivery of the Option Shares to be purchased, by wire transfer purchased set forth in immediately available funds to the account(s) specified by the Company to the Representative at least two (2) business day in advance of such payment at 10:00 a.m., New York City Time, on the date specified in the their corresponding Over-Allotment Exercise Notice, or on the same or such other date and time, as shall be designated in writing by the Representative (an “Additional Closing Date”Election Notices).

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Company hereby agrees to issue and sell to the Underwriters the Option Shares, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions per share declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”); (ii) the parties agree that the Underwriters represent that they will may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. (iii) The Representative may exercise the Over-Allotment Option on behalf of the Underwriters at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day after effective date of the Registration Statement, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least two one (21) business days day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such Additional Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (B) the Over-Allotment Option Purchase Price; (C) the names and denominations in which the Option Shares are to be registered; and (D) the applicable Additional Closing Date. (v) Payment for the Option Shares (the “Option Shares Payment”) shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative at least two (2) business day in advance of such payment at 10:00 a.m., New York City Time, on the date specified in the corresponding Over-Allotment Exercise Notice, or such other place on the same or such other date and time, as shall be designated in writing by the Representative mutually agreed (an “Additional Closing Date”). The Option Shares to be delivered to each Underwriter shall be delivered in book-entry form through the facilities of DTC, unless the Representative shall otherwise instruct, and in such denominations and registered in such names as the Representative may request in writing not later than two (2) business days prior to the Additional Closing Date.

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject 5.1 The Selling Securityholder hereby grants to the conditions herein, (i) the Company hereby agrees to issue and sell to the Underwriters the Option Shares, and the Underwriters shall have the option to purchase, severally and not jointlyUnderwriters, in whole or the respective percentages set forth in partSection 20 hereof, the Option Shares from the Company an irrevocable option (the “Over-Allotment Option”) to purchase up to 608,250 Exchangeable Shares (the “Additional Exchangeable Shares”) for the purchase price of $80.20 per Additional Exchangeable Share, being an aggregate purchase price of up to $48,781,650 (the “Additional Purchase Price”). If the Representatives, on behalf of the Underwriters, elect to exercise the Over-Allotment Option, the Representatives shall notify the Selling Securityholder in each casewriting not later than 5:00 p.m. (Toronto time) on the 30th day after the Closing Date, at a price per share equal which notice shall specify the number of Additional Exchangeable Shares to the Purchase Price less an amount per share equal to any dividends or distributions per share declared be purchased by the Company Underwriters and payable on the Firm Shares but not payable on the Option Shares date (the “Over-Allotment Option Purchase PriceClosing Date”); ) and time at which such Additional Exchangeable Shares are to be purchased (iithe “Over-Allotment Option Closing Time”) which date shall be no earlier than three business days or later than five business days after the Underwriters represent that they will only exercise of the Over-Allotment Option and, in any event, may not be earlier than the Closing Date. Additional Exchangeable Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. (iii) The Representative may exercise the Over-Allotment Option on behalf of the Underwriters at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day after effective date of the Registration Statement, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least two (2) business days after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each dayOffering, if any, that the Option and for market stabilization purposes. If any Additional Exchangeable Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Additional Exchangeable Shares (subject to such adjustments to eliminate fractional shares Exchangeable Shares as the Representative Underwriters may determine) that bears the same proportion to the total number of the Option Additional Exchangeable Shares to be purchased on such Additional Closing Date as the number of Firm Exchangeable Shares set forth in Schedule I hereto opposite the name of being purchased by such Underwriter bears to the total number of the Firm Shares. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the CompanyExchangeable Shares purchased. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (B) the Over-Allotment Option Purchase Price; (C) the names and denominations in which the Option Shares are to be registered; and (D) the applicable Additional Closing Date. (v) Payment for the Option Shares (the “Option Shares Payment”) shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative at least two (2) business day in advance of such payment at 10:00 a.m., New York City Time, on the date specified in the corresponding Over-Allotment Exercise Notice, or on the same or such other date and time, as shall be designated in writing by the Representative (an “Additional Closing Date”).

Over Allotment Option. On In the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Company hereby agrees to issue and sell to event that the Underwriters the Option Shares, and the Underwriters shall have the are granted an over-allotment option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions per share declared by the Company in the applicable Terms Agreement and payable on the Firm Shares but not payable on any Underwriters exercise their option to purchase all or any portion of the Option Shares (Underwritten Securities, the “Over-Allotment Option Purchase Price”);representations and warranties of the Company contained herein and the statements in any certificates furnished by the Company or any of its subsidiaries hereunder shall be true and correct as of each Date of Delivery, and, at the relevant Date of Delivery, the Representatives shall have received: (ii1) the Underwriters represent that they will only exercise the Over-Allotment Option for the purpose A certificate, dated such Date of covering over-allotments made in connection with the offering Delivery, of the Firm SharesChairman or President and Chief Executive Officer of the Company, of the Vice President and Controller, Chief Financial Officer and Treasurer or Chief Accounting Officer of the Company or of any other authorized representative of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(d) hereof remains true and correct as of such Date of Delivery. (iii2) The Representative may exercise the Over-Allotment Option on behalf opinion of each of Sidley Austin LLP, Xxxxxxx X. Xxxxxxx, General Counsel of the Underwriters at any time Company, and Holland & Knight LLP, each counsel for the Company, in wholeform and substance satisfactory to counsel for the Underwriters, or from time to time in partdated such Date of Delivery, on or before the forty-fifth (45th) day after effective date of the Registration Statement, by giving written notice relating to the Company (Option Underwritten Securities and otherwise to the “Over-Allotment Exercise Notice”). Each exercise date must be at least two (2) business days after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares same effect as the Representative may determineopinions required by Section 5(b) that bears the same proportion to the total number of the Option Shares to be purchased on such Additional Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Companyhereof. (iv3) The Over-Allotment Exercise Notice shall set forth: (A) favorable opinion of Xxxxx Xxxxx LLP, counsel for the aggregate number Underwriters, dated such Date of Option Shares as Delivery, relating to which the Over-Allotment Option is being exercised; (B) the Over-Allotment Option Purchase Price; (C) the names and denominations in which the Option Shares are Underwritten Securities and otherwise to be registered; and (Dthe same effect as the opinion required by Section 5(c) the applicable Additional Closing Datehereof. (v4) Payment for Letters from PricewaterhouseCoopers LLP and Ernst & Young LLP, in form and substance satisfactory to the Option Shares (Representatives and dated such Date of Delivery, substantially in the same form and substance as the respective letters furnished to the Representatives pursuant to Section 5(f) hereof, except that the “Option Shares Payment”) specified date” on the letters furnished pursuant to this paragraph shall be madea date not more than five business days prior to such Date of Delivery. (5) Since the time of execution of such Terms Agreement, against delivery there shall not have occurred a downgrading in, or withdrawal of, the rating assigned to the Underwritten Securities or any of the Option Shares to be purchasedCompany’s other securities by any such rating organization, by wire transfer in immediately available funds to and no such rating organization shall have publicly announced that it has under surveillance or review with possible negative implications its rating of the account(s) specified by Underwritten Securities or any of the Company to the Representative at least two (2) business day in advance of such payment at 10:00 a.m., New York City Time, on the date specified in the corresponding Over-Allotment Exercise Notice, or on the same or such Company’s other date and time, as shall be designated in writing by the Representative (an “Additional Closing Date”)securities.

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Company hereby agrees to issue and sell to the Underwriters the Option Shares, and the Underwriters shall have the option to subscribe for and purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions per share declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”); (ii) the parties agree that the Underwriters represent that they will may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. (iii) The Representative may exercise the Over-Allotment Option on behalf of the Underwriters at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day after effective date of the Registration StatementClosing Date, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least two one (21) business days day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such Additional Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (B) the Over-Allotment Option Purchase Price; (C) the names and denominations in which the Option Shares are to be registered; and (D) the applicable Additional Closing Date. (v) Payment for the Option Shares (the “Option Shares Payment”) shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative at least two (2) business day in advance of such payment at 10:00 a.m.the office of Hxxxxx Xxxxxxx Xxxxxxx & Li LLC at 900 Xxxxx Xxxxxx, New York City Time00xx Xxxxx, Xxx Xxxx, XX 00000, on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, as shall be designated in writing by the Representative (an “Additional Closing Date”). Delivery of the Option Shares shall be made through the facilities of DTC, unless the Representative shall otherwise instruct.

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject The Selling Securityholder hereby grants to the conditions herein, (i) the Company hereby agrees to issue and sell to the Underwriters the Option Shares, and the Underwriters shall have the option to purchase, severally and not jointlyUnderwriters, in whole or the respective percentages set forth in partsection 19 hereof, the Option Shares from the Company an irrevocable option (the “Over-Allotment Option”) to purchase up to 662,700 Exchangeable Shares (the “Additional Exchangeable Shares”) for the purchase price of $62.25 per Additional Exchangeable Share, being an aggregate purchase price of up to $41,253,075 (the “Additional Purchase Price”). If the Representatives, on behalf of the Underwriters, elect to exercise the Over-Allotment Option, the Representatives shall notify the Selling Securityholder in each casewriting not later than 5:00 p.m. (Toronto time) on the 30th day after the Closing Date, at a price per share equal which notice shall specify the number of Additional Exchangeable Shares to the Purchase Price less an amount per share equal to any dividends or distributions per share declared be purchased by the Company Underwriters and payable on the Firm Shares but not payable on the Option Shares date (the “Over-Allotment Option Purchase PriceClosing Date”); ) and time at which such Additional Exchangeable Shares are to be purchased (iithe “Over-Allotment Option Closing Time”) which date shall be no earlier than three business days or later than five business days after the Underwriters represent that they will only exercise of the Over-Allotment Option and, in any event, may not be earlier than the Closing Date. Additional Exchangeable Shares may be purchased solely for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. (iii) The Representative may exercise the Over-Allotment Option on behalf of the Underwriters at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day after effective date of the Registration Statement, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least two (2) business days after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each dayOffering, if any, that the Option and for market stabilization purposes. If any Additional Exchangeable Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Additional Exchangeable Shares (subject to such adjustments to eliminate fractional shares Exchangeable Shares as the Representative Underwriters may determine) that bears the same proportion to the total number of the Option Additional Exchangeable Shares to be purchased on such Additional Closing Date as the number of Firm Exchangeable Shares set forth in Schedule I hereto opposite the name of being purchased by such Underwriter bears to the total number of the Firm Shares. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the CompanyExchangeable Shares purchased. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (B) the Over-Allotment Option Purchase Price; (C) the names and denominations in which the Option Shares are to be registered; and (D) the applicable Additional Closing Date. (v) Payment for the Option Shares (the “Option Shares Payment”) shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative at least two (2) business day in advance of such payment at 10:00 a.m., New York City Time, on the date specified in the corresponding Over-Allotment Exercise Notice, or on the same or such other date and time, as shall be designated in writing by the Representative (an “Additional Closing Date”).

Over Allotment Option. On In the basis event that the International Managers exercise their option to purchase all or any portion of the representationsInternational Option Securities, the representations and warranties and covenants of the Company contained herein and subject to the conditions herein, (i) the Company hereby agrees to issue and sell to the Underwriters the Option Shares, and the Underwriters shall have the option to purchase, severally and not jointly, statements in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions per share declared certificates furnished by the Company or any of its subsidiaries hereunder shall be true and payable on correct in all material respects as of each Date of Delivery, and, at the Firm Shares but not payable on relevant Date of Delivery, the Option Shares (the “Over-Allotment Option Purchase Price”);Lead Manager shall have received: (ii1) the Underwriters represent that they will only exercise the Over-Allotment Option for the purpose A certificate, dated such Date of covering over-allotments made in connection with the offering Delivery, of the Firm SharesPresident or a Vice President of the Company and the chief financial officer or chief accounting officer of the Company, confirming that the certificate delivered at the Closing Time pursuant to Section 5(f) hereof remains true and correct as of such Date of Delivery. (iii2) The Representative may exercise favorable opinions of Xxxxxx & Xxxxx and of Xxxxxx, Xxxxxx, XxXxxxxx, Xxxxxxxx & Xxxxxxx in form and substance reasonably satisfactory to counsel for the Over-Allotment Option on behalf Underwriters, dated such Date of the Underwriters at any time in wholeDelivery, or from time to time in part, on or before the forty-fifth (45th) day after effective date of the Registration Statement, by giving written notice relating to the Company (International Option Securities and otherwise to the “Over-Allotment Exercise Notice”). Each exercise date must be at least two (2) business days after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares same effect as the Representative may determineopinions required by Sections 5(c) that bears the same proportion to the total number of the Option Shares to be purchased on such Additional Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Dateand 5(d) hereof, as the case may be, by giving written notice of such cancellation to the Companyrespectively. (iv3) The Over-Allotment Exercise Notice shall set forth: (Afavorable opinion of Xxx, Xxxxxx & Xxxxxxxxx, PLLC, counsel for the Underwriters, dated such Date of Delivery, relating to the International Option Securities and otherwise to the same effect as the opinion required by Section 5(e) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (B) the Over-Allotment Option Purchase Price; (C) the names and denominations in which the Option Shares are to be registered; and (D) the applicable Additional Closing Datehereof. (v4) Payment for A letter from Xxxxx & Young LLP, in form and substance reasonably satisfactory to the Option Shares (Lead Manager and dated such Date of Delivery, substantially in the “Option Shares Payment”same form and substance as a letter furnished to the Lead Manager pursuant to Section 5(g) hereof, except that the "specified date" on the letter furnished pursuant to this paragraph shall be madea date no more than three business days prior to such Date of Delivery. (5) A letter from Deloitte & Touche LLP, against delivery in form and substance reasonably satisfactory to The Lead Manager and dated such Date of Delivery, substantially in the Option Shares same form and substance as a letter furnished to be purchasedThe Lead Manager pursuant to Section 5(j) hereof, by wire transfer in immediately available funds to except that the account(s) "specified by the Company to the Representative at least two (2) business day in advance of such payment at 10:00 a.m., New York City Time, date" on the date specified in the corresponding Over-Allotment Exercise Notice, or on the same or such other date and time, as letter furnished pursuant to this paragraph shall be designated in writing by the Representative (an “Additional Closing Date”)a date no more than three business days prior to such Date of Delivery.

Over Allotment Option. On In addition, on the basis of the representations, representations and warranties and covenants herein included and subject to the terms and conditions herein, (i) herein set forth, the Company hereby agrees to issue and sell grants an option to the Underwriters to purchase up to an additional 2,250,000 Shares at the purchase price set forth on the first page of this Agreement less the amount of any distribution payable with respect to an Initial Share but not payable with respect to an Option Share (for the avoidance of doubt, this language is meant to address the theoretical situation where the Initial Shares are entitled to a dividend but the Option SharesShares settle after the related record date, and in which event the Underwriters shall have will remit the amount of such dividend to holders of such Option Shares). The option to purchase, severally hereby granted will expire 30 days after the date of this Agreement and not jointly, may be exercised in whole or in part, the Option Shares part from the Company (the “Over-Allotment Option”), in each case, at a price per share equal time to the Purchase Price less an amount per share equal to any dividends or distributions per share declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”); (ii) the Underwriters represent that they will time only exercise the Over-Allotment Option for the purpose of covering over-allotments which may be made in connection with the offering and distribution of the Firm Shares. (iii) The Representative may exercise the Over-Allotment Option on behalf of Initial Shares upon notice by the Underwriters at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day after effective date of the Registration Statement, by giving written notice to the Company (setting forth the “Over-Allotment Exercise Notice”). Each exercise date must be at least two (2) business days after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such Additional Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Shares as to which the Over-Allotment Underwriters are then exercising the option and the time, date and place of payment and delivery for such Option is being exercised; Shares. Any such time and date of delivery (B) the Over-Allotment Option Purchase Price; (C) the names and denominations in which the Option Shares are to be registered; and (D) the applicable Additional Closing Date. (v) Payment for the Option Shares (the a “Option Shares PaymentDate of Delivery”) shall be madedetermined by the Underwriters but shall not be later than ten full business days, against delivery nor earlier than two full business days, after the exercise of said option, nor in any event prior to Closing Time, unless otherwise agreed upon by the Underwriters and the Company. If the option is exercised as to all or any portion of the Option Shares, each of the Underwriters, acting severally and not jointly, will purchase that proportion of the total number of Option Shares then being purchased which the number of Initial Shares each such Underwriter has severally agreed to be purchased, by wire transfer purchase as set forth in immediately available funds Schedule A hereto bears to the account(s) specified by total number of Initial Shares, subject to such adjustments as the Company Representatives in their discretion shall make to the Representative at least two (2) business day in advance eliminate any sales or purchases of such payment at 10:00 a.m., New York City Time, on the date specified in the corresponding Over-Allotment Exercise Notice, or on the same or such other date and time, as shall be designated in writing by the Representative (an “Additional Closing Date”)fractional Shares.

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Company hereby agrees to issue and sell 11.1 The Corporation has granted to the Underwriters the Over-Allotment Option Shares, and the Underwriters shall have the option to purchase, severally and not jointlyjointly and severally, in accordance with the percentages set forth in Section 2.2, the Option Units on the same terms as the Class A Restricted Voting Units as described herein. The Over-Allotment Option is exercisable in whole or in part at any time, and from time to time, on or before 5:00 p.m. (Toronto time) on the date that is 30 days following the Closing Date. The Underwriters may exercise the Over-Allotment Option from time to time, in whole or in part, during the Option Shares from currency thereof by delivering written notice to the Company Corporation (the “Over-Allotment OptionNotice”)) not later than two Business Days prior to exercise, in each case, at a price per share equal specifying the number of Option Units which the Underwriters wish to purchase and the Purchase Price less an amount per share equal to any dividends or distributions per share declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”Closing Date (which date may be the same as the Closing Date but not earlier than the Closing Date); (ii) . If the Underwriters represent that they will only exercise the Over-Allotment Option for Option, the purpose of covering over-allotments made in connection with the offering of the Firm Shares. (iii) The Representative may exercise Underwriters shall, on the Over-Allotment Closing Date, pay to the Corporation the aggregate purchase price for the Option on behalf Units so purchased net of the amount of $0.175 per Option Unit by way of an electronic funds transfer, and the Corporation shall duly issue, register and deliver the Option Units which the Underwriters at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day after effective date of the Registration Statement, by giving written notice have purchased to the Company (Underwriters in the “Overform of an electronic deposit pursuant to the non-Allotment Exercise Notice”). Each exercise date must be at least two (2) business days after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that certificated issue system maintained by CDS representing the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject Units to such adjustments to eliminate fractional shares CDS instant deposit number(s) as the Representative Underwriters may determine) that bears the same proportion advise. The applicable terms, conditions and provisions of this Agreement shall apply mutatis mutandis to the total number issuance of the any Option Shares Units pursuant to be purchased on such Additional Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Representative may cancel any exercise of the Over-Allotment Option, including the delivery to the Underwriters of the documents referred to in Sections 12.1(d), 12.1(f) and 12.1(g) dated the Over-Allotment Closing Date and such other customary closing certificates and documents as the Underwriters may reasonably request with respect to the good standing of the Corporation and other matters related to the sale and issuance of the Option at any time Units, except as otherwise agreed by the Corporation and the Underwriters. 11.2 In the event the Corporation shall subdivide, consolidate or otherwise change its Class A Restricted Voting Units or Class A Restricted Voting Shares prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) Closing Time, the aggregate number of Option Shares as to Units into which the Over-Allotment Option is being exercised; (B) exercisable shall be similarly subdivided, consolidated or changed such that the Underwriters would be entitled to receive the equivalent of the number and type of securities that it would have otherwise been entitled to receive had it exercised the Over-Allotment Option Purchase Price; (C) the names and denominations in which the Option Shares are prior to be registered; and (D) the applicable Additional Closing Date. (v) Payment for the Option Shares (the “Option Shares Payment”) such subdivision, consolidation or change. The subscription price shall be made, against delivery of the Option Shares to adjusted accordingly and notice shall be purchased, by wire transfer in immediately available funds given to the account(s) specified Underwriters of such adjustment. In the event that the Underwriters shall disagree with the foregoing adjustment, such adjustment shall be determined conclusively by the Company to Corporation’s Auditor at the Representative at least two (2) business day in advance of such payment at 10:00 a.m., New York City Time, on the date specified in the corresponding Over-Allotment Exercise Notice, or on the same or such other date and time, as shall be designated in writing by the Representative (an “Additional Closing Date”)Corporation’s expense.

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Company hereby agrees to issue and sell to the Underwriters the Option Shares, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions per share declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”); (ii) the Underwriters represent that they will only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. (iiia) The Representative may exercise the Over-Allotment Option Sponsor, on behalf of the Underwriters at any time in wholeTrust, or from time to time in part, on or before the forty-fifth (45th) day after effective date of the Registration Statement, by giving written notice may grant to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least two (2) business days after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares underwriters or initial purchasers who are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such Additional Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date underwriting or the applicable Additional Closing Datepurchasing, as the case may be, by giving written notice the Preferred Securities, an option (the "Option") to purchase an additional liquidation amount of such cancellation series of Preferred Securities on the terms and conditions specified in the underwriting agreement or purchase agreement, as the case may be, relating to such Preferred Securities; provided, however, the Company. (iv) The Over-Allotment Exercise Notice shall set forthOption may only be granted if the following conditions are satisfied: (Ai) the Option, if exercised, may not result in the issue and sale of an aggregate number liquidation amount of Option Shares Preferred Securities greater than that registered by the Sponsor and the Trust on the applicable registration statement or registration statements (including by a registration statement filed under Rule 462(b) under the Securities Act, if any), as to which the Over-Allotment Option is being exercisedcase may be, with the Commission under the Securities Act; (Bii) the Over-Allotment Option Purchase Price; (C) must result, if exercised, in the names issuance and denominations sale of Preferred Securities to such underwriters or initial purchasers, as the case may be, and the issuance and sale of Common Securities to the Sponsor on a Pro Rata basis and not in which contravention of any other provision of this Agreement or the Option Shares are to be registeredStatutory Trust Act, consistent with Section 5.1; and (Diii) the applicable Additional Closing DatePreferred Securities and the Common Securities issued and sold subject to the exercise of the Option, if any, must be of the same series and must bear the same CUSIP numbers as the series of Preferred Securities and the Common Securities, respectively, which were initially issued and sold by the Trust and the Sponsor, respectively. (vb) Payment With respect to any issuance of Preferred Securities and Common Securities following the exercise of the Option, (i) the designation the " % Preferred Securities" and, for all purposes under this Trust Agreement, the defined terms the "Preferred Securities" shall mean both the Preferred Securities issued initially hereunder and any Preferred Securities issued pursuant to the exercise of the Option; and (ii) the designation the " % Common Securities" and, for all purposes under this Trust Agreement, the defined term the "Common Securities" shall mean both the Common Securities issued initially hereunder and any Common Securities issued pursuant to the requirement of Section 7.18(a)(ii) regarding the additional issuance of Common Securities on a Pro Rata basis if the Option is exercised. (c) If the Option set forth in Section 7.18(a) is exercised on a date other than the initial Closing Date, then the parties to the Trust Agreement shall cause there to occur a second closing for the Option Shares consummation of the sale of the Preferred Securities and Common Securities under substantially the same conditions that applied to the initial closing of the sale of such securities, including the following: (i) the “Option Shares Payment”) shall be made, against execution and delivery of a second Preferred Security Certificate, or such additional Preferred Security Certificates, as appropriate, which is, or are, as the Option Shares to be purchasedcase may be, by wire transfer substantially identical in immediately available funds all respects to the account(sPreferred Security Certificate issued initially; and (ii) specified by the Company execution and delivery of a second Common Security Certificate, or such additional Common Security Certificates, as appropriate, which is, or are, as the case may be, substantially identical in all relevant respects to the Representative at least two (2) business day in advance of such payment at 10:00 a.m., New York City Time, on the date specified in the corresponding Over-Allotment Exercise Notice, or on the same or such other date and time, as shall be designated in writing by the Representative (an “Additional Closing Date”)Common Security Certificate issued initially.

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject (1) The Company hereby grants to the conditions herein, Underwriters, in the respective percentages set out in Section 19 of this Underwriting Agreement, an option (ithe “Over- Allotment Option”) to purchase the Company hereby agrees to issue and sell to Over-Allotment Securities at the Underwriters Issue Price, the Additional Unit Share Price and/or the Additional Warrant Price per security, as applicable. The Over-Allotment Option Shares, and the Underwriters shall have the option to purchase, severally and not jointly, may be exercised in whole or in part, part and from time to time at any time not later than the Option Shares from 30th day after the Company (the “Closing Date. The Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions per share declared may be exercised by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”); (ii) the Underwriters represent that they will only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. (iii) The Representative may exercise the Over-Allotment Option Lead Underwriters, on behalf of the Underwriters at any time in wholeUnderwriters, or from time to time in part, on or before the forty-fifth (45th) day after effective date of the Registration Statement, by giving written notice delivering to the Company written notice of exercise, setting out the number and type of Over-Allotment Securities to be purchased by the Underwriters and the date on which such Over-Allotment Securities are to be purchased (the “Over-Allotment Exercise NoticeOption Closing Date”). Each exercise Such date must may be the same as the Closing Date but not earlier than the Closing Date and shall be at least two (2) business days after the written notice is given and may Business Days, but not be earlier more than the Closing Date nor later than ten five (105) business days Business Days, after the date on which the notice of such exercise is delivered to the Company. Upon the furnishing of the notice. On each day, if any, that the Underwriters will severally (and not jointly nor jointly and severally) be committed to purchase on the Option Shares are Closing Date in the respective percentages set out in Section 19 of this Underwriting Agreement and the Company will be committed to be purchasedissue and sell in accordance with and subject to the provisions of this Underwriting Agreement, each Underwriter agrees, severally and not jointly, to purchase the number of Over-Allotment Securities indicated in the notice. (2) In the event that the Over-Allotment Option Shares (subject to such adjustments to eliminate fractional shares as is exercised by the Representative may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such Additional Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Representative may cancel Underwriters and any exercise of the Over-Allotment Securities are purchased by the Underwriters, the closing shall be made at the offices mentioned in Section 12 above, or at such other place as shall be agreed upon by the Underwriters and the Company, on the Option at any time prior to the Closing Date or the applicable Additional Closing Date, as in accordance with the case may be, by giving written notice of such cancellation to the Companyprocedures set forth in Section 12 above. (iv3) The Over-Allotment Exercise Notice In the event that the Company shall set forth: (A) subdivide, consolidate, reclassify or otherwise change its Common Shares during the aggregate number of Option Shares as to period in which the Over-Allotment Option is being exercised; (B) exercisable, appropriate adjustments will be made to the exercise price and to the number of Over-Allotment Securities issuable on exercise thereof such that the Underwriters are entitled to arrange for the sale of the same number and type of securities that the Underwriters would have otherwise arranged for had they exercised such Over-Allotment Option Purchase Price; (C) the names and denominations in which the Option Shares are immediately prior to be registered; and (D) the applicable Additional Closing Datesuch subdivision, consolidation, reclassification or change. (v) Payment for the Option Shares (the “Option Shares Payment”) shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative at least two (2) business day in advance of such payment at 10:00 a.m., New York City Time, on the date specified in the corresponding Over-Allotment Exercise Notice, or on the same or such other date and time, as shall be designated in writing by the Representative (an “Additional Closing Date”).

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Company hereby agrees to issue and sell to the Underwriters the Option Shares, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions per share declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”); (ii) the parties agree that the Underwriters represent that they will may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. (iii) The Representative Representatives may exercise the Over-Allotment Option on behalf of the Underwriters at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day after effective date of the Registration Statement, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least two one (21) business days day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such Additional Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Representative Representatives may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (B) the Over-Allotment Option Purchase Price; (C) the names and denominations in which the Option Shares are to be registered; and (D) the applicable Additional Closing Date. (v) Payment for the Option Shares (the “Option Shares Payment”) shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative Representatives at least two (2) business day in advance of such payment at 10:00 a.m., New York City Time, on the date specified in the corresponding Over-Allotment Exercise Notice, or on the same or such other date and time, as shall be designated in writing by the Representative Representatives (an “Additional Closing Date”).

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Company hereby agrees to issue and sell to the Underwriters the Option Shares, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions per share declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”); (ii) the parties agree that the Underwriters represent that they will may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. (iii) The Representative Representatives may exercise the Over-Allotment Option on behalf of the Underwriters at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day after effective date of the Registration Statement, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least two one (21) business days day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Representative Representatives may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such Additional Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Representative Representatives may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (B) the Over-Allotment Option Purchase Price; (C) the names and denominations in which the Option Shares are to be registered; and (D) the applicable Additional Closing Date. (v) Payment for the Option Shares (the “Option Shares Payment”) shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative Representatives at least two (2) business day in advance of such payment at 10:00 a.m., New York City Time, on the date specified in the corresponding Over-Allotment Exercise Notice, or such other place on the same or such other date and time, as shall be designated in writing by the Representative mutually agreed (an “Additional Closing Date”). Delivery of the Firm Shares shall be made through the facilities of The Depository Trust Company (“DTC”), unless the Representatives shall otherwise instruct.

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject (a) In addition to the conditions herein, Shares being sold by the Company as described in Section 1(a) hereof (i) which are referred to herein as the "Firm Shares"), the Company hereby agrees to issue and sell grants to the Underwriters the Option Shares, and the Underwriters shall have the an option to purchase, severally and not jointly, up to an aggregate of 345,000 additional Shares (which are referred to herein as the "Option Shares") on the terms and for the purposes set forth in whole Section 13(b). The first two paragraphs of Section 3 hereof shall be deemed to apply only to the purchase, sale and delivery of the Firm Shares. References in those two paragraphs and in SCHEDULE A to the "Shares" shall be deemed to be references to the "Firm Shares"; except as otherwise provided in this Section 13, other references in this Agreement to the "Shares" shall be deemed to include the Firm Shares and the Option Shares. (b) Upon written notice from you given to the Company not more than 30 days subsequent to the date of the initial public offering of the Shares, the Underwriters may purchase all or in part, any portion of the Option Shares from at the Company (the “Over-Allotment Option”), in each case, at a purchase price per share equal to be paid for the Purchase Price less an amount per Firm Shares. The Company agrees to issue and sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, that Underwriter's proportionate share equal (based upon the respective underwriting obligations of the several Underwriters hereunder as set forth in SCHEDULE A hereto except as may be adjusted by you to any dividends or distributions per share declared eliminate fractions) of the number of Option Shares specified in such notice. Such Option Shares may be purchased by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”); (ii) the Underwriters represent that they will only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. (iii) The Representative may exercise the Over-Allotment Option on behalf of the Underwriters at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day after effective date of the Registration Statement, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least two (2) business days after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such Additional Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Representative right to purchase the Option Shares or any portion thereof may cancel any exercise of the Over-Allotment Option be surrendered and terminated at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, upon notice by giving written notice of such cancellation you to the Company. (iv) . The Over-Allotment Exercise Notice "Closing Date" as defined in Section 3 hereof with respect to the Firm Shares, shall set forth: (A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (B) the Over-Allotment Option Purchase Price; (C) the names and denominations in which the Option Shares are be deemed to be registered; and (D) the applicable Additional "First Closing Date. (v) Payment ," and the time for the delivery of and payment for the Option Shares is herein referred to as the "Second Closing Date," (which may be the “Option Shares Payment”) same date as the First Closing Date). The Second Closing Date shall be madedetermined by you but shall be not later than 10 days after you give to the Company written notice of election to purchase Option Shares. The preparation, against registration, checking and delivery of of, and payment for, the Option Shares to shall occur or be purchasedmade in the same manner as provided in Section 3 hereof for the Firm Shares, by wire transfer in immediately available funds to the account(s) specified by except as you and the Company to the Representative at least two (2) business day in advance of such payment at 10:00 a.m., New York City Time, on the date specified in the corresponding Over-Allotment Exercise Notice, or on the same or such other date and time, as shall be designated in writing by the Representative (an “Additional Closing Date”)may otherwise agree.

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject (a) In addition to the conditions herein, Shares being sold by the Company as described in Section 1(a) hereof (i) which are referred to herein as the "Firm Shares"), the Company hereby agrees to issue and sell grants to the Underwriters the Option Shares, and the Underwriters shall have the an option to purchase, severally and not jointly, up to an aggregate of 600,000 additional Shares (which are referred to herein as the "Option Shares") on the terms and for the purposes set forth in whole Section 10(b). The first paragraph of Section 3 hereof shall be deemed to apply only to the purchase, sale and delivery of the Firm Shares. References in that paragraph and in SCHEDULE A hereto to the "Shares" shall be deemed to be references to the "Firm Shares"; except as otherwise provided in this Section 10, other references in this Agreement to the "Shares" shall be deemed to include the Firm Shares and the Option Shares. (b) Upon written notice from the Representatives given to the Company not more than 30 days subsequent to the date of the initial public offering of the Shares, the Underwriters may exercise the option once, but only once, to purchase all or in part, any portion of the Option Shares from at the Company (the “Over-Allotment Option”), in each case, at a purchase price per share equal to be paid for the Purchase Price less an amount per Firm Shares. The Company agrees to issue and sell to each Underwriter, and each Underwriter agrees, severally and not jointly, to purchase from the Company, that Underwriter's proportionate share equal (based upon the respective underwriting obligations of the several Underwriters hereunder as set forth in SCHEDULE A hereto except as may be adjusted by you to any dividends or distributions per share declared eliminate fractions) of the number of Option Shares specified in such notice. Such Option Shares may be purchased by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”); (ii) the Underwriters represent that they will only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. (iii) The Representative may exercise the Over-Allotment Option on behalf of the Underwriters at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day after effective date of the Registration Statement, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least two (2) business days after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such Additional Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number sale of the Firm Shares. No Option Shares shall be sold or delivered unless the Firm Shares previously have been, or simultaneously are, sold and delivered. The Representative right to purchase the Option Shares or any portion thereof may cancel any exercise of the Over-Allotment Option be surrendered and terminated at any time prior to upon notice by the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation Representatives to the Company. (iv) . The Over-Allotment Exercise Notice "Closing Date" as defined in Section 3 hereof with respect to the Firm Shares, shall set forth: (A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (B) the Over-Allotment Option Purchase Price; (C) the names and denominations in which the Option Shares are be deemed to be registered; and (D) the applicable Additional "First Closing Date. (v) Payment ," and the time for the delivery of and payment for the Option Shares is herein referred to as the "Second Closing Date," (which may be the “Option Shares Payment”) same date as the First Closing Date). The Second Closing Date shall be madedetermined by the Representatives but shall be not later than 10 days after you give to the Company written notice of election to purchase Option Shares. The preparation, against registration, checking and delivery of of, and payment for, the Option Shares to shall occur or be purchasedmade in the same manner as provided in Section 3 hereof for the Firm Shares, by wire transfer in immediately available funds to except as the account(s) specified by Representatives and the Company to the Representative at least two (2) business day in advance of such payment at 10:00 a.m., New York City Time, on the date specified in the corresponding Over-Allotment Exercise Notice, or on the same or such other date and time, as shall be designated in writing by the Representative (an “Additional Closing Date”)may otherwise agree.

Over Allotment Option. On the basis If all or a portion of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Company hereby agrees to issue and sell to the Underwriters the Option Shares, and the Underwriters shall have the option to purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions per share declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”); (ii) the Underwriters represent that they will only exercise the Over-Allotment Option for is exercised by the purpose of covering over-allotments made managing underwriters in connection with the offering Offering, then the Pricing Committee, in its sole discretion, shall determine whether the Registrant will issue additional Common Stock to cover all or a portion of the Firm Shares. (iii) The Representative may such exercise of the Over-Allotment Option on behalf of Option. If the Underwriters at any time in whole, or from time Pricing Committee determines that no additional Common Stock will be issued by the Registrant to time in part, on or before the forty-fifth (45th) day after effective date of the Registration Statement, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least two (2) business days after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such Additional Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Representative may cancel cover any exercise of the Over-Allotment Option, then any such exercise of the Over- Allotment Option at any time prior will be covered with Common Stock held by the Existing Members in such proportions as agreed to among the Closing Date or Existing Members, provided, that if the applicable Additional Closing DateExisting Members cannot agree, as each of the case may be, by giving written notice Existing Members will be obligated to cover its respective portion of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) Option based on its relative ownership of Common Units as of the aggregate date hereof. The number of shares of Common Stock of each Existing Member required to cover the Over-Allotment Option Shares as provided in this Section 3.6 will reduce the number of shares of Common Stock otherwise distributable to such Existing Member pursuant to Section 3.4(d) of this Agreement and, pending the expiration of 30 days following the closing of the Offering, such shares of Common Stock required by each of the Existing Members to cover the full exercise of the Over-Allotment Option will instead be delivered to the custody of the managing underwriters by the Parent on behalf of each of the Existing Members. Following the expiration of the 30 day Over-Allotment Option period, any such Common Stock for which the Over-Allotment Option is being exercised; (B) was not exercised by the Over-Allotment Option Purchase Price; (C) the names and denominations in which the Option Shares are to be registered; and (D) the applicable Additional Closing Date. (v) Payment for the Option Shares (the “Option Shares Payment”) managing underwriters shall be made, against delivery distributed to the Existing Members based on their relative ownership of Common Units as of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative at least two (2) business day in advance of such payment at 10:00 a.m., New York City Time, on the date specified in the corresponding Over-Allotment Exercise Notice, or on the same or such other date and time, as shall be designated in writing by the Representative (an “Additional Closing Date”)hereof.

Over Allotment Option. On The Company and the Selling Stockholders also agree, subject to all the terms and conditions of this Agreement and to such adjustments as you may determine in order to avoid fractional shares, to issue (in the case of the Company) and sell to the Underwriters, and, upon the basis of the representations, warranties and covenants agreements of the Company and the Selling Stockholders herein contained and subject to all the terms and conditions set forth herein, (i) the Company hereby agrees to issue and sell to the Underwriters the Option Shares, and the Underwriters shall have the right to purchase from the Company and the Selling Stockholders, at the same price per Share as the Underwriters shall pay for the Firm Shares being sold pursuant to this Agreement (such additional Shares being referred to herein as the "Option Shares"), pursuant to an option to purchase, severally and not jointly(the "Over-Allotment Option") which may be exercised, in whole or in part, within thirty (30) calendar days after the Effective Date (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), up to an aggregate of 300,000 Option Shares, of which up to an aggregate of [50,000] Option Shares may be purchased from the Company (Selling Stockholders and of which up to an aggregate of [240,000] Option Shares may be purchased from the “Company. The maximum number of Option Shares subject to sale by each Selling Stockholder shall be as set forth opposite the name of such Selling Shareholder on Schedule II hereto. If the Underwriters exercise all or part of the Over-Allotment Option”), Option Shares will be purchased by the Underwriters pro rata from the Selling Stockholders and the Company in each case, at a price per share equal proportion to the Purchase Price less an amount per share equal to any dividends or distributions per share declared by the Company and payable on the Firm Shares but not payable on the maximum number of Option Shares (the “Over-Allotment Option Purchase Price”); (ii) the Underwriters represent that they will only which each of them has agreed to sell. Upon any exercise of the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. (iii) The Representative may exercise the Over-Allotment Option on behalf of the Underwriters at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day after effective date of the Registration Statement, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least two (2) business days after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchasedOption, each Underwriter agreesUnderwriter, severally and not jointly, agrees to purchase from the Company and each Selling Stockholder the number of the Option Shares (subject to such adjustments as you may determine in order to eliminate avoid fractional shares as the Representative may determineshares) that which bears the same proportion to the total number of the Option Shares to be purchased on sold by the Company or such Additional Closing Date Selling Stockholder as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter in Schedule I hereto (or such number of Firm Shares increased as set forth in Section 9 hereof) bears to the total aggregate number of Firm Shares to be sold by the Firm SharesCompany. The Representative may cancel any exercise of the This Over-Allotment Option at any time prior may be exercised by the Underwriters upon notice by you to the Closing Date or Company and the applicable Additional Closing Date, Attorneys-in-Fact (as the case may be, by giving written notice of such cancellation defined below) advising it as to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number amount of Option Shares as to which the Over-Allotment Option is being exercised; (B) the Over-Allotment Option Purchase Price; (C) , the names and denominations in which the certificates for such Option Shares are to be registered; and registered and the time and date when such certificates are to be delivered. Such time and date shall be determined by you but shall not be earlier than four (D4) and not later than ten (10) full business days after the applicable Additional exercise of said option, nor in any event prior to the First Closing Date, and such time and date is referred to herein as the "Option Closing Date. " Delivery of the Option Shares against payment therefor shall take place at the offices of H.J. Meyers & Co., Inc., 1895 Mt. Hope Avenue, Rochester, New Xxxx 00000. Time shall be of xxx xxxxxxx, xxx xxxxxxxx xx xxx xxxx xxx xxxxx specified in this subsection (vc) Payment is a further condition to the obligations of the Underwriters hereunder. Certificates in transferable form for the Option Shares that each of the Selling Stockholders agrees to sell pursuant to this Agreement have been placed in custody with ___________________ (the “Option "Custodian") for delivery under this Agreement pursuant to a Custody Agreement and Power of Attorney (the "Custody Agreement") executed by each of the Selling Stockholders appointing __________________________ as agents and attorneys-in-fact (the "Attorneys-in-Fact"). Each Selling Stockholder agrees that (i) the Shares Payment”represented by the certificates held in custody pursuant to the Custody Agreement are subject to the interests of the Underwriters, the Company and each other Selling Stockholder, (ii) the arrangements made by the Selling Stockholders for such custody are, except as specifically provided in the Custody Agreement, irrevocable and (iii) the obligations of the Selling Stockholders hereunder and under the Custody Agreement shall not be madeterminated by any act of such Selling Stockholder or by operation of law, against whether by the death or incapacity of any Selling Stockholder or the occurrence of any other event. If any Selling Stockholder shall die or be incapacitated or if any other event shall occur before the delivery of the Option Shares hereunder, certificates for the Shares to be purchased, sold by wire transfer in immediately available funds such Selling Stockholder shall be delivered to the account(s) specified Underwriters by the Company to Attorneys-in-Fact in accordance with the Representative at least two (2) business day in advance terms and conditions of this Agreement and the Custody Agreement as if such death or incapacity or other event had not occurred, regardless of whether or not the Attorneys-in-Fact of any Underwriter shall have received notice of such payment at 10:00 a.m.death, New York City Timeincapacity or other event. Each Attorney-in-Fact represents that he is authorized, on behalf of each of the date specified Selling Stockholders, to execute this Agreement and any other documents necessary or desirable in connection with the corresponding sale of the Shares to be sold hereunder by such Selling Stockholder, to make delivery of the certificates for such Shares, to receive the proceeds of the sale of such Shares, to give receipts for such proceeds, to pay therefrom any expenses to be borne by such Selling Stockholder in connection with the sale and public offering of such Shares, to distribute the balance thereof to such Selling Stockholder and to take such other actions as may be necessary or desirable in connection with the transactions contemplated by this Agreement. Each Attorney-in-Fact agrees to perform his duties under the Custody Agreement. The Over-Allotment Exercise NoticeOption granted hereunder may be exercised only to cover over-allotments in the sale by the Underwriters of Firm Shares referred to in subsection (a) above. No Option Shares shall be sold or delivered unless all of the Firm Shares previously have been, or on the same or such other date simultaneously are, sold and time, as shall be designated in writing by the Representative (an “Additional Closing Date”)delivered.

Over Allotment Option. On the basis of the representations, warranties and covenants herein and subject to the conditions herein, (i) the Company hereby agrees to issue and sell to the Underwriters the Option Shares, and the Underwriters shall have the option to subscribe for and purchase, severally and not jointly, in whole or in part, the Option Shares from the Company (the “Over-Allotment Option”), in each case, at a price per share equal to the Purchase Price less an amount per share equal to any dividends or distributions per share declared by the Company and payable on the Firm Shares but not payable on the Option Shares (the “Over-Allotment Option Purchase Price”); (ii) the parties agree that the Underwriters represent that they will may only exercise the Over-Allotment Option for the purpose of covering over-allotments made in connection with the offering of the Firm Shares. (iii) The Representative may exercise the Over-Allotment Option on behalf of the Underwriters at any time in whole, or from time to time in part, on or before the forty-fifth (45th) day after effective date of the Registration Statement, by giving written notice to the Company (the “Over-Allotment Exercise Notice”). Each exercise date must be at least two one (21) business days day after the written notice is given and may not be earlier than the Closing Date nor later than ten (10) business days after the date of such notice. On each day, if any, that the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of the Option Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of the Option Shares to be purchased on such Additional Closing Date as the number of Firm Shares set forth in Schedule I hereto opposite the name of such Underwriter bears to the total number of the Firm Shares. The Representative may cancel any exercise of the Over-Allotment Option at any time prior to the Closing Date or the applicable Additional Closing Date, as the case may be, by giving written notice of such cancellation to the Company. (iv) The Over-Allotment Exercise Notice shall set forth: (A) the aggregate number of Option Shares as to which the Over-Allotment Option is being exercised; (B) the Over-Allotment Option Purchase Price; (C) the names and denominations in which the Option Shares are to be registered; and (D) the applicable Additional Closing Date. (v) Payment for the Option Shares (the “Option Shares Payment”) shall be made, against delivery of the Option Shares to be purchased, by wire transfer in immediately available funds to the account(s) specified by the Company to the Representative at least two (2) business day in advance of such payment at 10:00 a.m.the office of King & Wood Mallesons LLP at 000 0xx Xxx., New York City Time00xx Xxxxx, Xxx Xxxx, XX 00000, on the date specified in the corresponding Over-Allotment Exercise Notice, or at such other place on the same or such other date and time, as shall be designated in writing by the Representative (an “Additional Closing Date”). Delivery of the Firm Shares shall be made through the facilities of DTC, unless the Representative shall otherwise instruct.