Common use of The Optional Common Shares; the Second Closing Date Clause in Contracts

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter to purchase up to an aggregate of 675,000 Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriter for the Firm Common Shares. The option granted hereunder is for use by the Underwriter solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter to the Company, which notice may be given at any time within 45 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Underwriter and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriter agrees to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter may determine) set forth in the notice from the Underwriter to the Company referenced in this subsection (c). The Underwriter may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 [___] Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representatives to the Company, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common Shares. The Underwriter Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter Underwriters to purchase up to an aggregate of 675,000 825,000 Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriter several Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representatives to the Company, which notice may be given at any time within 45 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriter agrees Underwriters agree, severally but not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representatives may determine) set forth in the notice from the Underwriter Representatives to the Company referenced in this subsection (c). The Underwriter Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter Underwriters to purchase up to an aggregate of 675,000 300,000 Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representative to the Company, which notice may be given at any time within 45 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered registered, and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Underwriter Representative and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriter agrees Underwriters agree to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representative may determine) set forth in the notice from the Underwriter Representative to the Company referenced in this subsection (c). The Underwriter Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter Underwriters to purchase up to an aggregate of 675,000 600,000 Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriter several Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representative to the Company, which notice may be given at any time within 45 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Underwriter Representative and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriter agrees Underwriters agree, severally but not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representative may determine) set forth in the notice from the Underwriter Representative to the Company referenced in this subsection (c). The Underwriter Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 300,000 Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representative to the Company, which notice may be given at any time within 45 days from after the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Underwriter Representative and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representative may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common Shares. The Underwriter Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 [ ] Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representatives to the Company, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and delivery shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date.” If any Optional Common Shares are to be purchased, the each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the name of such Underwriter bears to the Company referenced total number of Firm Common Shares. BAS, on behalf of the several Underwriters, may, in this subsection (c). The Underwriter may its sole discretion, cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company Selling Stockholders hereby grants grant an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 [1,500,000] Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representatives to the CompanyCompany and the Selling Stockholders, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the (a) each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the name of such Underwriter bears to the total number of Firm Common Shares and (b) the Company referenced in this subsection and each Selling Stockholder agrees, severally and not jointly, to sell the number of Optional Common Shares (c)subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth on Schedule B opposite the name of such Selling Stockholder bears to the total number of Optional Common Shares and as set forth on Schedule B opposite the name of such Selling Stockholder. The Underwriter Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyCompany and the Selling Stockholders.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter to purchase purchase, severally and not jointly, up to an aggregate of 675,000 240,000 Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriter for the Firm Common Shares. The option granted hereunder is for use by the Underwriter solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter to the Company, Company which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “"First Closing Date” " shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “"Second Closing Date” " and shall be determined by the Underwriter and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriter agrees to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter may determine) set forth in the notice from the Underwriter to the Company referenced in this subsection (c). The Underwriter may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 1,728,850 Optional Common Shares from the Company at and the Selling Stockholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 35,900 Optional Common Shares from the Selling Stockholder. The purchase price per share Optional Common Share to be paid by the Underwriter for several Underwriters to the Firm Common SharesCompany and the Selling Stockholder shall be $13.02 per share. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. No Optional Common Shares shall be sold or delivered unless the Firm Common Shares previously have been, or simultaneously are, sold and delivered. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representatives to the CompanyCompany and the Selling Stockholder, which notice may be given at any time within 45 30 days from the date of this Agreementthe Prospectus. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the (a) each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) the Company and the Selling Stockholder agree, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B opposite the name of the Selling Stockholder (or, in the case of the Company, as the number of Optional Common Shares to be sold by the Company as set forth in the notice from the Underwriter paragraph “Introductory” of this Agreement) bears to the Company referenced in this subsection (c)total number of Optional Common Shares. The Underwriter Representatives may cancel the option at any time prior to its any notice of exercise of such option and prior to the expiration of such option by giving written notice of such cancellation to the CompanyCompany and the Selling Stockholder.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company and certain of the Selling Stockholders hereby grants grant an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 345,000 Optional Common Shares from the Company and such Selling Stockholders at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-over- allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representatives to the CompanyCompany and such Selling Stockholders, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “"First Closing Date” " shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “"Second Closing Date” " and shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the (a) each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) the Company and each such Selling Stockholder agree, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B and Schedule C opposite the name of such Selling ---------- Stockholder (or, in the case of the Company, as the number of Optional Common Shares to be sold by the Company as set forth in the notice from the Underwriter paragraph "Introductory" of this Agreement) bears to the Company referenced in this subsection (c)total number of Optional Common Shares. The Underwriter Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyCompany and the Selling Stockholders.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 1,200,000 Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representatives to the Company, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common Shares. The Underwriter Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Optional Common Shares; the Second Closing Date. In addition, on On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company and the Selling Stockholders hereby grants grant an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 Optional Common Shares from the Company and the Selling Stockholders at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option options granted hereunder is are for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option options granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representatives to the CompanyCompany and the Selling Stockholders, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the (a) each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares, and (b) the Company and each Selling Stockholder agree to sell the number of Optional Common Shares to be sold by the Company and the Selling Stockholders as set forth in the notice from the Underwriter to the Company referenced in paragraph “Introductory” of this subsection (c)Agreement. The Underwriter Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyCompany and the Selling Stockholders.

The Optional Common Shares; the Second Closing Date. In addition, on On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company MST hereby grants an option to the Underwriter several Underwriters to purchase up to an aggregate of 675,000 450,000 Optional Common Shares from the Company such Selling Stockholder at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representatives to MST (with a copy to the Company), which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the (a) each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the name of such Underwriter bears to the Company referenced in this subsection total number of Firm Common Shares, and (c)b) MST agrees to sell the Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) to the Underwriters. The Underwriter Representatives may cancel the option with respect to the Optional Common Shares to be purchased from MST at any time prior to notice of its expiration by giving written notice of such cancellation to MST (with a copy to the Company).

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 2,981,895 Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by one of the Underwriter Representatives to the Company, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common Shares. The Underwriter Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 225,000 Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representative to the Company, which notice may be given at any time within 45 days from after the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Underwriter Representative and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representative may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common Shares. The Underwriter Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 [___] Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representatives to the Company, which notice may be given at any time within 45 30 days from after the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “"First Closing Date” " shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “"Second Closing Date” " and shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common Shares. The Underwriter Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company and the Selling Stockholders set forth on Schedule B hereby grants grant an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 468,000 Optional Common Shares from the Company and the Selling Stockholders at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representatives to the CompanyCompany and the Selling Stockholders, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “"First Closing Date” " shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “"Second Closing Date” " and shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the (a) each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) the Company and each Selling Stockholder agree, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B opposite the name of such Selling Stockholder (or, in the case of the Company, as the number of Optional Common Shares to be sold by the Company as set forth in the notice from the Underwriter paragraph "Introductory" of this Agreement) bears to the Company referenced in this subsection (c)total number of Optional Common Shares. The Underwriter Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyCompany and the Selling Stockholders.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company Selling Stockholders, severally and not jointly, hereby grants grant an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 1,381,303 Optional Common Shares from the Company Selling Stockholders at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representatives to the Company, Company which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriter agrees to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter may determine) set forth in the notice from the Underwriter to the Company referenced in this subsection (c). The Underwriter Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company. If any Optional Common Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule B opposite the name of such Underwriter bears to the total number of Firm Common Shares.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 [ ] Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representatives to the Company, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common Shares. The Underwriter Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 [ ] Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representatives to the Company, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “"First Closing Date” " shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “"Second Closing Date” " and shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common Shares. The Underwriter Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company Selling Shareholders hereby grants grant an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 697,458 Optional Common Shares from the Company Selling Shareholders at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. Shares upon the terms set forth herein, with each such identified Selling Shareholder selling up to the number of Optional Common Shares set forth opposite such Selling Shareholder’s name on Schedule B. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representative to the CompanyCompany and the Selling Shareholders, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Underwriter Representative and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the and each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representative may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) each Selling Shareholder agrees severally and not jointly to sell the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Optional Shares to be sold as the number of Optional Shares set forth in Schedule B opposite the notice from the Underwriter to the Company referenced in this subsection (c). The Underwriter may cancel the option at any time prior to its expiration by giving written notice name of such cancellation to the CompanySelling Shareholder.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company Xx. Xxxxxx hereby grants an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate the respective number of 675,000 Optional Common Shares from the Company set forth opposite Xx. Xxxxxx'x name on Schedule B hereto at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Lead Representative to the CompanyCompany and Xx. Xxxxxx, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “"First Closing Date” " shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “"Second Closing Date” " (and each of the First Closing Date and the Second Closing Date is referred to herein generically as a "Closing Date") and shall be determined by the Underwriter Lead Representative and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Lead Representative may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common Shares. The Underwriter Lead Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyCompany and Xx. Xxxxxx.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company Selling Stockholders hereby grants grant an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 [1,500,000] Optional Common Shares from the Company Selling Stockholders at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representatives to the Selling Stockholders (with a copy to the Company), which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “"First Closing Date” " shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “"Second Closing Date” " and shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the (a) each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) each Selling Stockholder agrees, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B opposite the notice from the Underwriter name of such Selling Stockholder bears to the Company referenced in this subsection (c)total number of Optional Common Shares. The Underwriter Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to such Selling Stockholders (with a copy to the Company).

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 1,728,850 Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares and the Selling Stockholder hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 35,900 Optional Common Shares from the Selling Stockholder at the purchase price per share to be paid by the Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. No Optional Common Shares shall be sold or delivered unless the Firm Common Shares previously have been, or simultaneously are, sold and delivered. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representatives to the CompanyCompany and the Selling Stockholder, which notice may be given at any time within 45 30 days from the date of this Agreementthe Prospectus. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “"First Closing Date” " shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “"Second Closing Date” " and shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the (a) each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) the Company and the Selling Stockholder agree, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B opposite the name of the Selling Stockholder (or, in the case of the Company, as the number of Optional Common Shares to be sold by the Company as set forth in the notice from the Underwriter paragraph "Introductory" of this Agreement) bears to the Company referenced in this subsection (c)total number of Optional Common Shares. The Underwriter Representatives may cancel the option at any time prior to its any notice of exercise of such option and prior to the expiration of such option by giving written notice of such cancellation to the CompanyCompany and the Selling Stockholder.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments overallotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representative to the Company, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may not be simultaneous with, but not earlier than, than the First Closing Date; and in the case that such case date is simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Underwriter Representative and shall not be earlier than three nor later than five ten full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representative may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common Shares. The Underwriter Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company and certain of the Selling Stockholders hereby grants grant an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 375,000 Optional Common Shares from the Company and such Selling Stockholders at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-over- allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representatives to the CompanyCompany and such Selling Stockholders, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “"First Closing Date” " shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “"Second Closing Date” " and shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the (a) each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name ---------- of such Underwriter bears to the total number of Firm Common Shares and (b) the Company and each such Selling Stockholder agree, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B opposite the name of such Selling Stockholder (or, in the ---------- case of the Company, as the number of Optional Common Shares to be sold by the Company as set forth in the notice from the Underwriter paragraph "Introductory" of this Agreement) bears to the Company referenced in this subsection (c)total number of Optional Common Shares. The Underwriter Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyCompany and the Selling Stockholders.

The Optional Common Shares; the Second Closing Date. In addition, on On the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 900,000 Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option options granted hereunder is are for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option options granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representatives to the Company, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the (a) each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares, and (b) the Company agrees to sell the number of Optional Common Shares to be sold by the Company as set forth in the notice from the Underwriter to the Company referenced in paragraph “Introductory” of this subsection (c)Agreement. The Underwriter Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 423,525 Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use may be exercised by the Underwriter Underwriters solely in for the purpose of covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representatives to the Company, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the (a) each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) the Company agrees to sell up to the maximum number of Optional Common Shares as set forth in the notice from paragraph “Introductory” of this Agreement as requested by the Underwriter to the Company referenced in this subsection (c)Representatives. The Underwriter Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, Clearwater Insurance Company (“Clearwater”) and United States Fire Insurance Company (collectively with Clearwater, the Company “Option Selling Stockholders”) each hereby grants grants, severally and not jointly, an option to the Underwriter several Underwriters to purchase from it up to an aggregate of 675,000 200,000 Optional Common Shares from the Company (collectively, 400,000 Optional Common Shares) at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representatives to the Option Selling Stockholders (with a copy to the Company), which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the (a) each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) each Option Selling Stockholder agrees, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B opposite the notice from the Underwriter name of such Selling Stockholder bears to the Company referenced in this subsection (c)total number of Optional Common Shares. The Underwriter Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Selling Stockholders (with a copy to the Company).

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter Underwriters to purchase up to an aggregate of 675,000 600,000 Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriter several Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representative to the Company, which notice may be given at any time within 45 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Underwriter Representative and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the Underwriter agrees Underwriters agree, severally but not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representative may determine) set forth in the notice from the Underwriter Representative to the Company referenced in this subsection (c). The Underwriter may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.subsection

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 [ ] Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representatives to the Company, which notice may be given at any time within 45 thirty (30) days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “"First Closing Date” " shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “"Second Closing Date” " and shall be determined by the Underwriter Representatives and shall not be earlier than three (3) nor later than five (5) full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the name of such Underwriter bears to the Company referenced in this subsection (c). The Underwriter may cancel the option at any time prior to its expiration by giving written notice total number of such cancellation to the CompanyFirm Common Shares.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 1,050,000 Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representatives to the Company, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common Shares. The Underwriter Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representatives to the Company, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “"First Closing Date” " shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “"Second Closing Date” " and shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common Shares. The Underwriter Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 [ ] Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representative to the Company, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “"First Closing Date” " shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “"Second Closing Date” " and shall be determined by the Underwriter Representative and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representative may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common Shares. The Underwriter Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 900,000 Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representatives to the Company, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates Optional Common Shares will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “"First Closing Date” " shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “"Second Closing Date” " and shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common Shares. The Underwriter Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company and the Selling Stockholders hereby grants grant an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 525,000 Optional Common Shares from the Company and the Selling Stockholders at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representatives to the CompanyCompany and the Selling Stockholders, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “"First Closing Date” " shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “"Second Closing Date” " and shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the (a) each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) the Company and each Selling Stockholder agree, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B opposite the name of such Selling Stockholder (or, in the case of the Company, as the number of Optional Common Shares to be sold by the Company as set forth in the notice from the Underwriter paragraph "Introductory" of this Agreement) bears to the Company referenced in this subsection (c)total number of Optional Common Shares. The Underwriter Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyCompany and the Selling Stockholders.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 1,150,000 Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representatives to the Company, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common Shares. The Underwriter Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Optional Common Shares; the Second Closing Date. In addition, --------------------------------------------------- on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 [_____] Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representatives to the Company, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “"First Closing ------------- Date” " shall refer to the time and date of delivery of certificates for the Firm ---- Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “"Second Closing Date” " and ------------------- shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common Shares. The Underwriter Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company and the Selling Stockholders hereby grants grant an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 1,125,000 Optional Common Shares from the Company and the Selling Stockholders at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representatives to the CompanyCompany and the Selling Stockholders, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the (a) each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) the Company and each Selling Stockholder agree, severally and jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine); in the case of each Selling Stockholder, equal to the number of Optional Common Shares set forth in Schedule B opposite the name of such Selling Stockholder or, in the case of the Company, the number of Optional Common Shares to be sold by the Company as set forth in the notice from the Underwriter to the Company referenced in paragraph “Introductory” of this subsection (c)Agreement. The Underwriter Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyCompany and the Selling Stockholders.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company and the Selling Stockholders set forth on Schedule B hereby grants grant an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 585,000 Optional Common Shares from the Company and the Selling Stockholders at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon notice by the Underwriter Representatives to the CompanyCompany and the Selling Stockholders, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “"First Closing Date” " shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “"Second Closing Date” " and shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the (a) each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) the Company and each Selling Stockholder agree, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B opposite the name of such Selling Stockholder (or, in the case of the Company, as the number of Optional Common Shares to be sold by the Company as set forth in the notice from the Underwriter paragraph "Introductory" of this Agreement) bears to the Company referenced in this subsection (c)total number of Optional Common Shares. The Underwriter Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyCompany and the Selling Stockholders.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company Selling Stockholders hereby grants grant an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 611,250 Optional Common Shares from the Company Selling Stockholders at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon written notice by the Underwriter Representatives to the CompanySelling Stockholders, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Underwriter Representatives and shall not be earlier than three (3) nor later than five (5) full Business Days (any day, other than a Saturday, Sunday or legal holiday in the State of New York, on which banks are open for business days in New York City) after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the (a) each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) each Selling Stockholder agrees, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B opposite the notice from the Underwriter name of such Selling Stockholder bears to the Company referenced in this subsection (c)total number of Optional Common Shares. The Underwriter Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to each of the CompanySelling Stockholders.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, certain of the Company Selling Stockholders hereby grants grant an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 518,801 Optional Common Shares from the Company such Selling Stockholders at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any from time (but not to time on one or more than once) occasions upon notice by the Underwriter Representatives to the CompanyCompany and such Selling Stockholders, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the (a) each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Common Shares and (b) each such Selling Stockholder agrees, severally and not jointly, to sell the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Optional Common Shares to be sold as the number of Optional Common Shares set forth in Schedule B opposite the notice from the Underwriter to the Company referenced in this subsection (c)name of such Selling Stockholder. The Underwriter Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the CompanyCompany and such Selling Stockholders.

The Optional Common Shares; the Second Closing Date. In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the Underwriter several Underwriters to purchase purchase, severally and not jointly, up to an aggregate of 675,000 637,500 Optional Common Shares from the Company at the purchase price per share to be paid by the Underwriter Underwriters for the Firm Common Shares. The option granted hereunder is for use by the Underwriter Underwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Common Shares. The option granted hereunder may be exercised at any time (but not more than once) upon written notice by the Underwriter Representatives to the Company, which notice may be given at any time within 45 30 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Common Shares as to which the Underwriter is Underwriters are exercising the option, (ii) the names and denominations in which the certificates for the Optional Common Shares are to be registered and (iii) the time, date and place at which such certificates will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in such case the term “First Closing Date” shall refer to the time and date of delivery of certificates for the Firm Common Shares and the Optional Common Shares). Such time and date of delivery, if subsequent to the First Closing Date, is called the “Second Closing Date” and shall be determined by the Underwriter Representatives and shall not be earlier than three nor later than five full business days after delivery of such notice of exercise. If any Optional Common Shares are to be purchased, the (a) each Underwriter agrees agrees, severally and not jointly, to purchase the number of Optional Common Shares (subject to such adjustments to eliminate fractional shares as the Underwriter Representatives may determine) that bears the same proportion to the total number of Optional Common Shares to be purchased as the number of Firm Common Shares set forth in on Schedule A opposite the notice from the name of such Underwriter bears to the Company referenced in this subsection (c)total number of Firm Common Shares. The Underwriter Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.