Common use of Over-allotment Shares Clause in Contracts

Over-allotment Shares. The Company and the Selling --------------------- Stockholders hereby grant to the several Underwriters the option to purchase all or a portion of the Additional Shares solely to cover over-allotments, if any, at the same purchase price per share to be paid by the several Underwriters to the Selling Stockholders for the Firm Shares as provided for in this Section 4. The Additional Shares shall be purchased by the several Underwriters from the Company and the Selling Stockholders as provided herein. This option may be exercised only to cover over-allotments in the sale of the Firm Shares by the several Underwriters. This option may be exercised by the several Underwriters on the basis of the representations, warranties, covenants and agreements of the Company and the Selling Stockholders herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the thirtieth day following the date on which the Registration Statement was declared effective under the Act, by written notice from the Representatives to the Company and the Selling Stockholders. Such notice shall set forth the aggregate number of Additional Shares as to which the option is being exercised, the name or names in which the certificates for the Additional Shares are to be registered, the authorized denominations in which the Additional Shares are to be issued, and the time and date, as determined by the Representatives, when such Additional Shares are to be delivered (such time and date are herein called the "Additional Closing Date"); provided, however, that the Additional Closing ----------------------- ----------------- Date shall not be earlier than the Closing Date nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given. If the over-allotment option is exercised with respect to fewer than all of the Additional Shares, it shall be exercised on a pro rata basis among the Company and the Selling Stockholders based on the number of Additional Shares that the Company and each Selling Stockholder intended to sell. The aggregate number of Additional Shares to be sold by the Company and the Selling Stockholders to the Underwriters shall be the number set forth in Schedule II.

Over-allotment Shares. The Company and In the Selling --------------------- Stockholders hereby grant event the Underwriters exercise, in whole or in part, their option to purchase additional shares of Common Stock in the several Underwriters Over-Allotment Offering (the “Over-Allotment Option”), the Buyers shall have the option to purchase all or a portion of from the Additional Shares solely to cover over-allotments, if anyCompany, at the same purchase price per share Offering Price, such number of additional shares of Common Stock as are necessary to be paid cause the Buyers, following the consummation of the Base Offering, the Over-Allotment Offering, and the issuance of the Shares pursuant to this Agreement, to own up to 19.90% of the total issued and outstanding Common Stock of the Company (excluding restricted Common Stock held by employees) (the “Subsequent Shares” and together with the “Initial Shares”, the “Shares”). Promptly upon receipt by the several Company of notice from the Underwriters regarding the exercise (or non-exercise) of the Over-Allotment Option, the Company shall notify the Buyers (the “Subsequent Shares Notice”), indicating the number of Over-Allotment Option shares that the Underwriters have elected to purchase and the Selling Stockholders for number of Subsequent Shares that the Firm Shares as provided for in Buyers are entitled to purchase pursuant to this Section 43. The Additional Buyers’ option to purchase the Subsequent Shares shall be purchased by the several Underwriters from the Company and the Selling Stockholders as provided herein. This option may be exercised only to cover over-allotments in the sale of the Firm Shares by the several Underwriters. This option may be terminate, if not exercised by the several Underwriters Buyers by written notice to the Company prior to such time, upon the earliest of (i) 5:00 PM Mountain Time on the basis of the representationssecond business day (in Denver, warranties, covenants and agreements of the Company and the Selling Stockholders herein contained, but subject to the terms and conditions herein set forth, at any time and from time to time on or before the thirtieth day Colorado) following the date on which the Registration Statement was declared effective under Company delivered the ActSubsequent Shares Notice, by written or (ii) the date and time on which the Underwriters’ Over-Allotment Option expires, or, if earlier, time at which Company receives notice from the Representatives Underwriters declining to exercise the Company and Over-Allotment Option. For the Selling Stockholders. Such notice shall set forth the aggregate number avoidance of Additional Shares as to which the option is being exerciseddoubt, the name or names in which purchase and sale of the certificates Subsequent Shares pursuant to this Agreement will occur on a private placement basis as an offering outside of the United States pursuant to Regulation S under the U.S. Securities Act of 1933 (the “Securities Act”), as amended. The total purchase price for the Additional Subsequent Shares are to be registered, the authorized denominations in which the Additional Shares are to be issued, and the time and date, as determined by the Representatives, when such Additional Shares are to be delivered (such time and date are herein called the "Additional Closing Date"); provided, however, that the Additional Closing ----------------------- ----------------- Date shall not be earlier than the Closing Date nor earlier than the second business day after the date on which the notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given. If the over-allotment option is exercised with respect to fewer than all of the Additional Shares, it shall be exercised on a pro rata basis among allocated between the Company and Buyers in accordance with the Selling Stockholders based on the number of Additional Shares that the Company and each Selling Stockholder intended to sell. The aggregate number of Additional Shares to be sold by the Company and the Selling Stockholders to the Underwriters shall be the number same percentages set forth in Schedule II.Exhibit A

Over-allotment Shares. The Company and 3.1 Pursuant to Article 24 of CVM Instruction 400, the Selling --------------------- Stockholders hereby grant total number of the Shares originally offered may be increased by up to a percentage rate of 15% (fifteen percent), that is, up to the several Underwriters number of common shares issued by the Company indicated in item 1.2 of the Appendix I hereto, based on the same terms, conditions and price of the Shares originally offered (“Over-allotment Shares”), in accordance with the option to purchase all or a portion of the Additional Shares solely to cover over-allotmentshereby granted, if any, at the same purchase price per share to be paid by the several Underwriters Company, to the Selling Stockholders Lead Underwriter, which shall be allocated for the Firm Shares as provided for in this Section 4. The Additional Shares shall be purchased by the several Underwriters from the Company and the Selling Stockholders as provided herein. This option may be exercised only to cover purpose of covering any potential over-allotments in verified during the sale course of the Firm Global Offering (“Over-allotment Option”). The Lead Underwriter shall have the sole right, as of the execution date hereof and for a period of up to 30 (thirty) days counted, inclusive, from the date of publication of the Announcement of Commencement (“Exercise Period”), to exercise the Over-allotment Option, wholly or partially, one or more times, after the delivery of notice to the other Brazilian Underwriters, provided that the decision to over-allot the Shares of the Brazilian Offering on the date of definition of the Price per Share has been taken by the several Underwriters. This option may be exercised Brazilian Underwriters upon mutual agreement, in accordance with the following procedures: I. each exercise, by the several Underwriters on the basis Lead Underwriter, of the representationsOver-allotment Option, warrantiesshall be carried out, covenants and agreements after delivery of notice in writing to the other Brazilian Underwriters, by means of a notice in writing to be delivered to the Company and within the Selling Stockholders herein containedExercise Period, but indicating the number of Over-allotment Shares, that are subject to the terms and conditions herein set forth, at any time and from time to time on or before exercise; II. the thirtieth day following the date on which the Registration Statement was declared effective under the Act, by written notice from the Representatives to the Company and the Selling Stockholders. Such notice Lead Underwriter shall set forth the aggregate number of Additional Shares as to which the option is being exercised, the name or names in which the certificates for the Additional Shares are to be registered, the authorized denominations in which the Additional Shares are to be issued, and the time and date, as determined by the Representatives, when such Additional Shares are to be delivered (such time and date are herein called the "Additional Closing Date"); provided, however, that the Additional Closing ----------------------- ----------------- Date shall not be earlier than the Closing Date nor earlier than the second business day after the date on which the provide notice of the exercise of the option shall have been given nor later than the eighth business day after the date on which such notice shall have been given. If the overOver-allotment option is exercised with respect to fewer than all Option, by providing notice of the Additional Shares, it shall be exercised on a pro rata basis among the Company exercise date and the Selling Stockholders based on the number of Additional Over-allotment Shares that are subject to the exercise of the Over-allotment Option (a) to BM&FBOVESPA, on the respective date of exercise of the Over-allotment Option; and (b) to CVM, within a period of up to 1 (one) business day counted from the respective date of exercise of the Over-allotment Option; III. within a period of up to 3 (three) business days counted from the receipt of the notice referred to in the preceding item I above, the Company shall adopt any and each Selling Stockholder intended all necessary measures, including corporate resolutions, if applicable, for purposes of issuance and deposit of the Over-allotment Shares, that are subject to sellthe exercise of the Over-allotment Option, in the custody account indicated by the Lead Underwriter; and IV. The aggregate the subscription price of the Over-allotment Shares shall be equivalent to the Price per Share, multiplied by the number of Additional Shares Over-allotment Shares, that are subject to the exercise of the Over-allotment Option, net of the values payable as Compensation (as defined below), Expenses (as defined below) and taxes to be sold reimbursed in conformity with Section 11.3 below, and shall be paid by the Company and the Selling Stockholders Lead Underwriter up to the Underwriters shall be 3rd (third) business day counted from the number set forth respective date of exercise of the Over-allotment Option, but not prior to the date of publication of the Announcement of Commencement, in Schedule IIconsideration for the transfer of the respective Over-allotment Shares, that are subject to the exercise of the Over-allotment Option (“Closing Date of the Over-allotment Shares”).