Common use of Top-Up Option Clause in Contracts

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the Company grants to Merger Subsidiary an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof (the “Top-Up Option”), to purchase from the Company, up to the number of authorized and unissued Shares, the number of Shares that, when added to the number of Shares owned by Merger Subsidiary at the time of exercise of the Top-Up Option, constitutes one Share more than 90% of the Shares that would be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis (the Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (b) The Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c), in whole or in part, only once, at any time during the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Period, and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable (i) to the extent the number of Shares issuable upon exercise of the Top-Up Option would exceed the number of authorized but unissued and unreserved Shares, (ii) unless immediately following the exercise of the Top-Up Option, the number of shares of the Company Common Stock owned in the aggregate by Parent and Merger Subsidiary constitutes at least one share more than 90% of the number of shares of Company Common Stock that would be outstanding immediately after the issuance of all shares of Company Common Stock subject to such exercise of the Top-Up Option, or (iii) unless the Minimum Condition shall have been satisfied. The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Subsidiary pursuant to the Top-Up Option shall be determined by multiplying the number of such Shares by an amount equal to the price paid for each Share in the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary (A) in cash, (B) by executing and delivering to the Company a promissory note having a principal amount equal to the purchase price, or (C) any combination of the foregoing. Any such promissory note shall bear interest at the rate of 6% per annum, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payable. (c) In the event Merger Subsidiary wishes to exercise the Top-Up Option, Merger Subsidiary shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares that Merger Subsidiary intends to purchase pursuant to the Top-Up Option and (ii) the place and time at which the closing of the purchase of such Top-Up Shares by Merger Subsidiary is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such exercise of the Top-Up Option, Merger Subsidiary intends to (and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05. At the closing of the purchase of the Top-Up Shares, Parent and Merger Subsidiary shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up Shares, and the Company shall cause to be issued to Merger Subsidiary a certificate representing the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entry. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares. (d) Parent and Merger Subsidiary understand that the Top-Up Shares will not be registered under the 1933 Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary represents, warrants and agrees that the Top-Up Option is being, and the Top-Up Shares will be, acquired by Merger Subsidiary for the purpose of investment and not with a view to or for resale in connection with any distribution thereof within the meaning of the 1933 Act. Any certificates evidencing Top-Up Shares may include any legends required by applicable securities laws.

Top-Up Option. (a) Subject to Sections Section 1.04(b) and 1.04(c)) of this Agreement, the Company hereby irrevocably grants to Merger Subsidiary Sub, an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof (the “Top-Up Option”), to purchase from the Company, up to the number of authorized and unissued Shares, Company Shares equal to the number of Company Shares that, when added to the number of Company Shares owned by Merger Subsidiary Sub at the time of the exercise of the Top-Up Option, constitutes at least one Company Share more than 90% of the Shares that would be outstanding immediately after the issuance of all Company Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis or, at Parent’s election, on a primary basis at the Effective Time (the such Company Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (b) The Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c), in whole or in part, Sub only once, at any time during the 10 ten Business Day period following the Acceptance Date, or if any Subsequent Offering Period is providedprovided in accordance with the terms of this Agreement, during the 10 ten Business Day period following the expiration date of such Subsequent Offering Period, and only if Merger Subsidiary Sub shall own as of such time less than 90% of the Shares outstanding Shareson a fully-diluted basis; provided that notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable to the extent (i) to the extent issuance of the Top-Up Shares would require approval of the Company’s stockholders under any applicable Legal Requirement or (ii) the number of Company Shares issuable upon exercise of the Top-Up Option would exceed the number of authorized but unissued and unreserved Shares, (ii) unless immediately following the exercise of the Top-Up Option, the number of shares of the Company Common Stock owned in the aggregate by Parent and Merger Subsidiary constitutes at least one share more than 90% of the number of shares of Company Common Stock that would be outstanding immediately after the issuance of all shares of Company Common Stock subject to such exercise of the Top-Up Option, or (iii) unless the Minimum Condition shall have been satisfied. The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Subsidiary Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Shares by an amount equal to the price paid for each Share in the OfferOffer Price, without interest. Such purchase price shall be payable in cash by Merger Subsidiary (A) in cash, (B) by executing and delivering to the Company a promissory note having a principal amount equal to the purchase price, or (C) any combination of the foregoing. Any such promissory note shall bear interest at the rate of 6% per annum, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payableSub. (c) In the event Merger Subsidiary Sub wishes to exercise the Top-Up Option, Merger Subsidiary Sub shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares that Merger Subsidiary Sub intends to purchase pursuant to the Top-Up Option and (ii) the place and time at which the closing of the purchase of such Top-Up Shares by Merger Subsidiary Sub (the “Top-Up Closing”) is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such exercise of At the Top-Up Option, Merger Subsidiary intends to (and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05. At the closing of the purchase of the Top-Up SharesClosing, Parent and Merger Subsidiary Sub shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up Shares, and the Company shall cause to be issued to Merger Subsidiary Sub a certificate representing the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entryShares. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares Closing to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.019.09, and if not so consummated on such day, as promptly thereafter as possiblepossible (provided, however, that the Company shall not be required to issue the Top-Up Shares until the consideration required to be received in exchange of the Top-Up Shares has been received). The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 6.11 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares. (d) Parent and Merger Subsidiary Sub understand that the Top-Up Shares will not be registered under the 1933 Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary Sub represents, warrants and agrees that the Top-Up Option is being, and the Top-Up Shares will be, acquired by Merger Subsidiary Sub for the purpose of investment and not with a view to or for resale in connection with any distribution thereof within the meaning of the 1933 Securities Act. Each of Parent and Merger Sub represents and warrants to the Company that Merger Sub is, or will be upon the purchase of the Top-Up Option Shares, an “accredited investor,” as defined in Rule 501 of Regulation D under the Securities Act. Any certificates evidencing Top-Up Shares may shall include any legends required by applicable securities laws. (e) Any dilutive impact on the value of the Shares as a result of the issuance of the Top-Up Shares will not be taken into account in any determination of the fair value of any dissenting Company Shares pursuant to Section 262 of Delaware Law as contemplated by Section 2.08.

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby grants to Merger Subsidiary Sub an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof irrevocable option (the “Top-Up Option”), exercisable only on the terms and subject to the conditions set forth in this Agreement, to purchase from the Company, up at a price per share equal to the Offer Price paid in the Offer that number of authorized and unissued newly issued Shares (the “Top-Up Shares, ”) equal to the lowest number of Shares that, when added to the number of Shares directly or indirectly owned by Merger Subsidiary Parent or Sub at the time of exercise of the Top-Up Option, constitutes shall constitute one Share share more than ninety percent (90% %) of the Shares that would be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated Shares (determined on a fully-fully diluted basis (the Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”basis). (b) The Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c), in whole or in part, only once, at any time during the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is ; provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Periodhowever, and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement to the contrary, (i) the Top-Up Option shall not be exercisable (i) to the extent the for a number of Shares issuable upon in excess of the Shares authorized and unissued at the time of exercise of the Top-Up Option would exceed the number of authorized but unissued and unreserved Shares, (ii) unless immediately the Top-Up Option may not be exercised unless, (x) following the Acceptance Time or after a subsequent offering period, eighty percent (80%) or more of the Shares shall be directly or indirectly owned by Parent or Sub and (y) after the giving effect to the exercise of the Top-Up Option, the number Parent, Sub and any wholly owned subsidiary of shares of the Company Common Stock owned Parent or Sub would own in the aggregate by Parent and Merger Subsidiary constitutes at least one share more than ninety percent (90% %) of the number of shares of Company Common Stock that would be outstanding immediately Shares (after giving effect to the issuance of all shares the Top-Up Option but excluding Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of Company Common Stock subject such guarantee). The Top-Up Option shall be exercisable only once at any time following the Acceptance Time and prior to such the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms; provided, however, that so long as the Minimum Condition is satisfied upon the Acceptance Time, Parent and Sub may exercise of the Top-Up Option, on a second occasion, on the same terms and conditions set forth in this Section 1.10 in the event the Shares that were subject to guarantees of delivery were not properly tendered in the Offer. (b) If Sub wishes to exercise the Top-Up Option, Sub shall give the Company one (1) business day prior written notice, specifying (i) the number of Shares directly or indirectly owned by Parent and Sub at the time of such notice, (ii) a place and a time for the closing of such purchase, (iii) unless the Minimum Condition shall have been satisfiednumber of Shares Parent or Sub intends to purchase pursuant to the Top-Up Option and (iv) manner in which Parent or Sub intends to pay the applicable purchase price. The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Subsidiary Sub or Parent pursuant to the Top-Up Option shall be determined by multiplying the number of such Shares by an amount equal the Offer Price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. At the closing of the purchase of Top-Up Shares, the purchase price owed by Sub to the price paid for each Share in the Offer, without interest. Such purchase price Company therefor shall be payable by Merger Subsidiary paid to the Company (A) in cash, by wire transfer or cashier’s check or (B) by executing and delivering issuance by Sub to the Company of a promissory note having a principal amount equal to the purchase pricenote, or (C) any combination of the foregoing. Any such promissory note which shall bear interest at the rate of 6% three percent (3%) per annum, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid prepaid, in whole or in part, without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payable. (c) In Parent and Sub acknowledge that the event Merger Subsidiary wishes Shares that Sub may acquire upon exercise of the Top-Up Option shall not be registered under the Securities Act and shall be issued in reliance upon an exemption for transactions not involving a public offering. Parent and Sub represent and warrant to exercise the Company that Sub is, or shall be upon any purchase of Top-Up Shares, an “accredited investor,” as defined in Rule 501 of Regulation D under the Securities Act. Sub agrees that the Top-Up Option, Merger Subsidiary shall deliver to and the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares that Merger Subsidiary intends to purchase pursuant to the Top-Up Option and (ii) the place and time at which the closing of the purchase of such Top-Up Shares by Merger Subsidiary is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such be acquired upon exercise of the Top-Up Option, Merger Subsidiary intends to (if any, are being and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05. At the closing of the purchase of the Top-Up Shares, Parent and Merger Subsidiary shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up Shares, and the Company shall cause to be issued to Merger Subsidiary a certificate representing the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entry. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares. (d) Parent and Merger Subsidiary understand that the Top-Up Shares will not be registered under the 1933 Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary represents, warrants and agrees that the Top-Up Option is being, and the Top-Up Shares will be, acquired by Merger Subsidiary Sub for the purpose of investment and not with a view to to, or for resale in connection with with, any distribution thereof (within the meaning of the 1933 Securities Act). Any certificates evidencing the shares acquired pursuant to the Top-Up Shares may Option shall include any legends required by applicable securities laws.

Top-Up Option. (a) Subject to Sections 1.04(bclause (c) and 1.04(c)below, the Company hereby grants to Merger Subsidiary Sub an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Agreement, to purchase from at a price per share equal to the Company, Offer Price paid in the Offer up to the that number of authorized and unissued newly issued Shares (the “Top-Up Shares, ”) equal to the lowest number of Shares that, when added to the number of Shares directly or indirectly owned by Merger Subsidiary Parent or Sub at the time of exercise of the Top-Up Option, constitutes shall constitute one Share share more than ninety percent (90% %) of the Shares that would be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated Shares (determined on a fully-fully diluted basis (the Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”basis). (b) The Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c), in whole or in part, only once, at any time during the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is ; provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Periodhowever, and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement to the contrary, (i) the Top-Up Option shall not be exercisable (i) to the extent the for a number of Shares issuable upon in excess of the Shares authorized and unissued at the time of exercise of the Top-Up Option would exceed and (ii) the Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, eighty percent (80%) or more of the Shares shall be directly or indirectly owned by Parent or Sub. The Top-Up Option shall be exercisable only once at any time following the Acceptance Time and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares comply with all applicable Laws, including compliance with an applicable exemption from registration of the Top-Up Shares under the Securities Act. If Sub wishes to exercise the Top-Up Option, Sub shall give the Company one (1) business day’s prior written notice, specifying (i) the number of authorized but unissued Shares directly or indirectly owned by Parent at the time of such notice and unreserved (ii) a place and a time for the closing of such purchase. The Company shall, as soon as reasonably practicable following receipt of such notice, deliver written notice to Sub specifying, based on the information provided by Sub in its notice, the number of Top-Up Shares. At the closing of the purchase of Top-Up Shares, the purchase price owed by Sub to the Company therefor shall be paid to the Company (A) in cash, by wire transfer or cashier’s check or (B) by issuance by Sub to the Company of a promissory note on terms reasonably satisfactory to the Company. (c) The obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) unless immediately following due to the exercise of the Top-Up Option, the number of shares of the Company Common Stock Shares owned in the aggregate by Parent Parent, Sub and Merger Subsidiary constitutes at least their Affiliates will constitute one share Share more than ninety percent (90% %) of the number of shares of Company Common Stock Shares that would will be outstanding on a fully-diluted basis immediately after the issuance of all shares of Company Common Stock subject to such exercise of the Top-Up Option, or (iii) unless the Minimum Condition shall have been satisfied. The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Subsidiary pursuant to the Top-Up Option shall be determined by multiplying the number of such Shares by an amount equal to the price paid for each Share in the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary (A) in cash, (B) by executing and delivering to the Company a promissory note having a principal amount equal to the purchase price, or (C) any combination of the foregoing. Any such promissory note shall bear interest at the rate of 6% per annum, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payable. (c) In the event Merger Subsidiary wishes to exercise the Top-Up Option, Merger Subsidiary shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares that Merger Subsidiary intends to purchase pursuant to the Top-Up Option and (ii) the place and time at which the closing of the purchase of such Top-Up Shares by Merger Subsidiary is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such exercise of the Top-Up Option, Merger Subsidiary intends to (and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05. At the closing of the purchase of the Top-Up Shares, Parent and Merger Subsidiary shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up Shares, and the Company shall cause to be issued to Merger Subsidiary a certificate representing the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entry. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up SharesShares and (iii) Sub has accepted for payment all Shares validly tendered in the Offer and not withdrawn. For all purposes of this Agreement, the term “Affiliate” when used with respect to any person means any other person who is an “affiliate” of that first person within the meaning of Rule 405 under the Securities Act. (d) Parent and Merger Subsidiary understand Sub acknowledge that the Shares that Sub may acquire upon exercise of the Top-Up Shares Option will not be registered under the 1933 Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary representsSub represent and warrant to the Company that Sub is, warrants and or will be upon any purchase of Top-Up Shares, an “accredited investor,” as defined in Rule 501 of Regulation D under the Securities Act. Sub agrees that the Top-Up Option is beingOption, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, are being and will be, be acquired by Merger Subsidiary Sub for the purpose of investment and not with a view to to, or for resale in connection with with, any distribution thereof (within the meaning of the 1933 Securities Act. Any certificates evidencing Top-Up Shares may include any legends required by applicable securities laws).

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby grants to Merger Subsidiary Sub an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.10, to purchase from the Company, up at a price per share equal to the number greater of authorized and unissued (i) the last reported sale price of a Share on The Nasdaq Stock Market on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Shares, the number of Shares ”) so that, when added to the number of Shares owned by Merger Subsidiary Sub prior to the exercise of the Top-Up Option, Sub will own at least ninety percent (90%) of the Shares outstanding immediately after the issuance of the Top-Up Shares (not including in the Shares owned by Sub any Shares tendered pursuant to unfulfilled guaranteed delivery procedures); provided, however, that (i) the Top-Up Option shall not be exercisable for a number of Shares in excess of the Shares authorized and unissued at the time of exercise of the Top-Up OptionOption and (ii) the Top-Up Option may not be exercised unless, constitutes one Share following the Acceptance Time or after a subsequent offering period, seventy percent (70%) or more than 90% of the Shares shall be owned by Sub. The Top-Up Option shall be exercisable once at any time following the Acceptance Time and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. Sub may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.10, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that would be outstanding immediately after the issuance and delivery of the Top-Up Shares complies with all Shares applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. If Sub wishes to be issued upon exercise of the Top-Up Option, calculated Sub shall give the Company written notice, specifying (i) the number of Shares owned by Sub, (ii) a place and a time for the closing of such purchase and (iii) the manner in which Sub intends to pay the applicable purchase price. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Sub specifying, based on a fullythe information provided by Sub in its notice, the number of Top-diluted basis (Up Shares. Prior to the Shares to be issued upon exercise closing of the purchase of the Top-Up OptionShares, upon Sub’s request, the “Top-Up Shares”). (b) The Top-Up Option may be exercised by Merger Subsidiary Company shall use its reasonable best efforts to cause its transfer agent to certify in accordance with Section 1.04(c), in whole or in part, only once, at any time during the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Period, and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement writing to the contrary, the Top-Up Option shall not be exercisable (i) to the extent Sub the number of Shares issuable upon issued and outstanding (A) as of immediately prior to the exercise of the Top-Up Option would exceed and (B) after giving effect to the number of authorized but unissued and unreserved Shares, (ii) unless immediately following the exercise issuance of the Top-Up Option, the number of shares of the Company Common Stock owned in the aggregate by Parent and Merger Subsidiary constitutes at least one share more than 90% of the number of shares of Company Common Stock that would be outstanding immediately after the issuance of all shares of Company Common Stock subject to such exercise of the Top-Up Option, or Shares. (iiic) unless the Minimum Condition shall have been satisfied. The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Subsidiary pursuant to the Top-Up Option shall may be determined by multiplying the number of such Shares by an amount equal to the price paid for each Share in the Offerpaid, without interest. Such purchase price shall be payable by Merger Subsidiary at Sub’s option, (Ai) in cash, (Bii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (Ciii) any a combination thereof, provided that Sub shall use cash for at least the aggregate par value of the foregoingTop-Up Shares. The Company Board has approved such consideration for the Top-Up Shares. Any such promissory note shall bear include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at the a per annum rate of 63.00% per annum, shall mature on and (3) the first anniversary of the date of execution and delivery of such promissory note and may be prepaid in whole or in part at any time, without premium penalty or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payableprior notice. (cd) In Parent and Sub acknowledge that the event Merger Subsidiary wishes to Shares that Sub may acquire upon exercise of the Top-Up Option shall not be registered under the Securities Act and shall be issued in reliance upon an exemption for transactions not involving a public offering. Sub agrees that the Top-Up Option, Merger Subsidiary shall deliver to and the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares that Merger Subsidiary intends to purchase pursuant to the Top-Up Option and (ii) the place and time at which the closing of the purchase of such Top-Up Shares by Merger Subsidiary is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such be acquired upon exercise of the Top-Up Option, Merger Subsidiary intends to (if any, are being and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05. At the closing of the purchase of the Top-Up Shares, Parent and Merger Subsidiary shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up Shares, and the Company shall cause to be issued to Merger Subsidiary a certificate representing the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entry. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares. (d) Parent and Merger Subsidiary understand that the Top-Up Shares will not be registered under the 1933 Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary represents, warrants and agrees that the Top-Up Option is being, and the Top-Up Shares will be, acquired by Merger Subsidiary Sub for the purpose of investment and not with a view to to, or for resale in connection with with, any distribution thereof (within the meaning of the 1933 Securities Act. Any certificates evidencing ). (e) The obligation of the Company to deliver Top-Up Shares may include upon the exercise of the Top-Up Option is subject to the conditions that (i) no provision of any legends required applicable Law and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) due to the exercise of the Top-Up Option, the number of Shares owned by applicable securities lawsParent, Sub and their Affiliates will constitute more than ninety percent (90%) of the number of Shares that will be outstanding on a fully-diluted basis immediately after the issuance of the Top-Up Shares, and (iii) Sub has accepted for payment all Shares validly tendered in the Offer and not withdrawn.

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby grants to Merger Subsidiary the Purchaser an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof irrevocable option (the “Top-Up Option”), ) to purchase from that number of Shares (the Company, up “Top-Up Option Shares”) equal to the number of authorized and unissued Shares, the lowest number of Shares that, when added to the number of Shares owned by Merger Subsidiary the Purchaser at the time of exercise such exercise, shall constitute one (1) Share more than ninety percent (90%) of the Shares then outstanding, on a fully diluted basis, at a price per Top-Up Option Share equal to the Offer Consideration, payable (at the Purchaser’s option) in shares of Purchaser Common Stock or cash in an amount equal to the value of the Offer Consideration; provided, however, that the Top-Up OptionOption shall not be exercisable, constitutes one Share unless immediately after such exercise the Purchaser would own more than ninety percent (90% %) of the Shares that would be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Optionthen outstanding, calculated on a fully-fully diluted basis (the Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (b) The Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c), in whole or in part, only once, at any time during the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is basis; provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Periodfurther, and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable (i) to the extent doing so would cause the number merger not to qualify as a reorganization within the meaning of Shares issuable upon exercise Section 368(a) of the Top-Up Option would exceed the number of authorized but unissued and unreserved Shares, (ii) unless immediately following the exercise of the Top-Up Option, the number of shares of the Company Common Stock owned in the aggregate by Parent and Merger Subsidiary constitutes at least one share more than 90% of the number of shares of Company Common Stock that would be outstanding immediately after the issuance of all shares of Company Common Stock subject to such exercise of the Top-Up Option, or (iii) unless the Minimum Condition shall have been satisfied. The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Subsidiary pursuant to the Top-Up Option shall be determined by multiplying the number of such Shares by an amount equal to the price paid for each Share in the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary (A) in cash, (B) by executing and delivering to the Company a promissory note having a principal amount equal to the purchase price, or (C) any combination of the foregoing. Any such promissory note shall bear interest at the rate of 6% per annum, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payableCode. (cb) In the event Merger Subsidiary wishes to The Purchaser may exercise the Top-Up Option, Merger Subsidiary shall deliver in whole but not in part, at any one time after the occurrence of a Top-Up Exercise Event and prior to the Company Effective Time. For purposes of this Agreement, a notice (the “Top-Up Notice”Exercise Event” shall occur if the Purchaser shall have accepted at least a majority of the Shares then outstanding, on a fully diluted basis, for exchange pursuant to the Offer (including, without limitation, any subsequent offering that the Purchaser may elect to extend pursuant to the terms and conditions of this Agreement) setting forth (i) but constituting, together with the number of Top-Up Shares that Merger Subsidiary intends to purchase pursuant to owned by the Top-Up Option and Purchaser at the time of such acceptance, less than ninety percent (ii90%) the place and time at which the closing of the purchase of such Top-Up Shares by Merger Subsidiary is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such exercise of the Top-Up Option, Merger Subsidiary intends to (and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05. At the closing of the purchase of the Top-Up Shares, Parent and Merger Subsidiary shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up Shares, and the Company shall cause to be issued to Merger Subsidiary a certificate representing the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entry. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possibleoutstanding, on the same day as) the issuance of the Top-Up Sharesa fully diluted basis. (d) Parent and Merger Subsidiary understand that the Top-Up Shares will not be registered under the 1933 Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary represents, warrants and agrees that the Top-Up Option is being, and the Top-Up Shares will be, acquired by Merger Subsidiary for the purpose of investment and not with a view to or for resale in connection with any distribution thereof within the meaning of the 1933 Act. Any certificates evidencing Top-Up Shares may include any legends required by applicable securities laws.

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby grants to Merger Subsidiary the Purchaser an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof irrevocable option (the “Top-Top Up Option”), exercisable only after acceptance by the Purchaser of, and payment for, Shares tendered in the Offer and thereafter upon the terms and conditions set forth in this Section 2.4, to purchase from purchase, for consideration per Top Up Option Share equal to the CompanyOffer Price, up to the that number of authorized and unissued newly issued Shares (the “Top Up Option Shares, ”) equal to the number of Shares that, when added to the number of Shares owned by Merger Subsidiary at Parent and the time of exercise Purchaser immediately following the consummation of the Top-Up OptionOffer, constitutes shall constitute one Share share more than 90% of the Shares that would be then outstanding immediately on a fully diluted basis (after giving effect to the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis (the Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (b) The Top-Top Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c)Shares but excluding from Purchaser’s ownership, in whole or in part, only once, at any time during the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Period, and only if Merger Subsidiary shall own as of such time less than 90% of but not from the outstanding Shares, Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee); provided provided, however, that notwithstanding anything in this Agreement to the contrary, (i) that the Top-Up Option shall not be exercisable unless, immediately after such exercise and the issuance of Shares pursuant thereto, the Short Form Threshold would be reached (iassuming the issuance of the Top-Up Option Shares) and (ii) in no event shall the Top Up Option be exercisable to the extent the number of Shares issuable upon the exercise of the Top-Top Up Option would exceed the number of the Company’s then authorized but and unissued Shares (including Shares held in the treasury of the Company). (b) In the event that the Purchaser wishes to exercise the Top Up Option, Parent shall give the Company three (3) Business Days’ prior written notice specifying the number of Shares that are owned by Parent and unreserved the Purchaser immediately following consummation of the Offer and specifying a place and a time for the closing of the purchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to the Purchaser specifying the number of Top Up Option Shares. At the closing of the purchase of the Top Up Option Shares, Parent or the Purchaser shall pay to the Company an aggregate purchase price equal to the product of (i) the number of Top Up Option Shares, multiplied by (ii) unless immediately following the exercise Offer Price as follows: (A) the portion of the Top-Up Option, the number of shares of the Company Common Stock owned in the aggregate by Parent and Merger Subsidiary constitutes at least one share more than 90% of the number of shares of Company Common Stock that would be outstanding immediately after the issuance of all shares of Company Common Stock subject to such exercise of the Top-Up Option, or (iii) unless the Minimum Condition shall have been satisfied. The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Subsidiary pursuant to the Top-Up Option shall be determined by multiplying the number of such Shares by an amount equal to the price par value of the Top Up Option Shares shall be paid for each Share in cash and (B) the Offer, without interest. Such balance of the remaining aggregate purchase price shall may be payable by Merger Subsidiary paid (A1) in cash, cash or (B2) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (C) any some combination of the foregoingthereof. Any such promissory note shall bear be on terms as provided by Parent or Purchaser to the Company, which terms shall include the following: (w) the principal amount and accrued interest under the promissory note shall be payable upon five (5) Business Days following the demand of the Company therefor, (x) the unpaid principal amount of the promissory note will accrue simple interest at a per annum rate equal to the short-term applicable federal rate of 6% per annum, shall mature on at the first anniversary of the date of execution and delivery of time such promissory note is executed and delivered, (y) the promissory note may be prepaid in whole or in part at any time, without premium penalty or penalty; provided, however, that upon any Event of Default, all prior notice and (z) the unpaid principal amount and accrued interest thereunder under the promissory note shall immediately become due and payablepayable in the event that there is a failure to pay interest on the promissory note as provided therein and such failure continues for a period of 30 days after written notice from the Company. The Company, Parent and Purchaser acknowledge and agree that, in any appraisal proceeding related to this Agreement, the fair value of the Shares subject to the appraisal proceeding shall be determined in accordance with the DGCL without regard to the exercise by Purchaser of the Top Up Option, any Shares issued upon exercise of the Top Up Option or the promissory note referred to in this Section 2.4(b). (c) In Parent and the event Merger Subsidiary wishes to exercise Purchaser acknowledge that the Top-Top Up Option, Merger Subsidiary shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Option Shares that Merger Subsidiary intends to purchase pursuant to the Top-Up Option and (ii) the place and time at which the closing of the purchase of such Top-Up Shares by Merger Subsidiary is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such Purchaser may acquire upon exercise of the Top-Top Up Option, Merger Subsidiary intends to (and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05. At the closing of the purchase of the Top-Up Shares, Parent and Merger Subsidiary shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up Shares, and the Company shall cause to be issued to Merger Subsidiary a certificate representing the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entry. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares. (d) Parent and Merger Subsidiary understand that the Top-Up Shares Option will not be registered under the 1933 Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary representsthe Purchaser represent and warrant to the Company that the Purchaser is, warrants and or will be upon the purchase of the Top Up Option Shares, an “Accredited Investor,” as defined in Rule 501 of Regulation D under the Securities Act. The Purchaser agrees that the Top-Top Up Option is being, and the Top-Top Up Option Shares to be acquired upon exercise of the Top Up Option are being and will be, be acquired by Merger Subsidiary the Purchaser for the purpose of investment and not with a view to to, or for resale in connection with with, any distribution thereof within the meaning in violation of the 1933 Securities Act. Any certificates evidencing Top-Up Shares may include any legends required by applicable securities laws.

Top-Up Option. (a) Subject to Sections Section 1.04(b) and 1.04(c), (c) the Company grants to Merger Subsidiary Sub an irrevocable option, for so long as this Agreement has not been terminated pursuant to the provisions hereof and exercisable only on the terms and subject to the conditions set forth in this Agreement (the “Top-Up Option”), to purchase from the Company, up Company at a price equal to the Offer Price paid in the Offer, the lowest number of authorized and unissued Shares, the number of Shares that, when added to the number of Shares Shares, directly or indirectly, owned by Merger Subsidiary Parent or Sub or their Affiliates at the time of exercise of the Top-Up Option, constitutes one Share more than 90% of the Shares on a Fully Diluted Basis that would be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis Option (the Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (b) The Top-Up Option may be exercised by Merger Subsidiary Sub in accordance with Section 1.04(c)) only once, in whole or whole, but not in part, only once, at any time during the 10 ten (10) Business Day period following the Acceptance Date, or if any Subsequent Offering Period is provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Period, and only if Merger Subsidiary Sub shall own as of such time less than 90% of the outstanding SharesShares on a Fully Diluted Basis; provided that notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable (i) to the extent the number of Shares issuable upon exercise of the Top-Up Option would exceed the number of authorized but unissued and unreserved Shares, (ii) unless immediately following the exercise of the Top-Up Option, the number of shares of the Company Common Stock Shares owned in the aggregate by Parent and Merger Subsidiary Sub constitutes at least one share Share more than 90% of the number of shares of Company Common Stock Shares on a Fully Diluted Basis that would be outstanding immediately after the issuance of all shares of Company Common Stock subject Shares to such be issued upon exercise of the Top-Up Option, or (iii) unless the Minimum Condition shall have been satisfied, (iv) on or after the earlier of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms, (v) to the extent that the issuance of the Top-Up Option Shares would require approval of the Company’s shareholders under Nasdaq Global Market Rule 4350, or (vi) if any applicable Law shall be in effect that has the effect of enjoining or otherwise prohibiting the exercise of the Top-Up Option or the issuance and delivery of the Top-Up Option Shares. The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Subsidiary Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Shares by an amount equal to the price paid for each Share in the OfferOffer Price, without interest. Such purchase price shall be payable by Merger Subsidiary Sub (A) in cashcash or by wire transfer or cashier’s check, (B) by executing and delivering to the Company a promissory note having a principal amount equal to the purchase price, or (C) any combination of the foregoing. Any such promissory note shall bear interest at the rate of 6% per annumthe prime lending rate prevailing from time to time during such period as published in the Wall Street Journal, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty; provided, however, that upon any Event of Default, all principal penalty and accrued interest thereunder shall immediately become due and payablehave no other material terms. (c) In the event Merger Subsidiary Sub wishes to exercise the Top-Up Option, Merger Subsidiary Sub shall deliver to give the Company a at least two (2) Business Days’ prior written notice (the “Top-Up Notice”) setting forth (i) the number of Shares, directly or indirectly, owned by Parent and Sub at the time of such notice (giving effect to the acceptance of Shares in the Offer), (ii) the number of Top-Up Shares that Merger Subsidiary Sub intends to purchase pursuant to the Top-Up Option and (iiiii) the place and time at manner in which Sub intends to pay the closing of the applicable purchase of such Top-Up Shares by Merger Subsidiary is to take placeprice. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary Sub that, as promptly as practicable following such exercise of the Top-Up Option, Merger Subsidiary Sub intends to (and Merger Subsidiary Sub shall, and Parent shall cause Merger Subsidiary Sub to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law the MBCA as contemplated by Section 9.058.05. At the closing of the purchase of the Top-Up Shares, which shall take place at the location specified in Section 2.01(d), Parent and Merger Subsidiary Sub shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up Shares, and the Company shall cause to be issued to Merger Subsidiary a certificate Sub certificates representing the Top-Up Shares or, at Parent’s or Merger SubsidiarySub’s request or otherwise if the Company does not then have certificated shares of Company Common StockShares, the applicable number of non-certificated shares of Company Common Stock Shares represented by book-entry. The parties hereto agree to use their commercially reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law the MBCA as contemplated by Section 9.05 8.05 as close in time as possible practicable to (including, to the extent possiblepracticable, on the same day as) the issuance of the Top-Up Shares. (d) Parent and Merger Subsidiary Sub understand that the Top-Up Shares will not be registered under the 1933 Act and will be issued in reliance upon an applicable exemption thereunder for transactions not involving a public offeringthereunder. Each of Parent and Merger Subsidiary representsSub represent and warrant to the Company that Sub is, warrants and will be upon the purchase of the Top-Up Option Shares, an “Accredited Investor,” as defined in Rule 501 of Regulation D under the 1933 Act. Sub agrees that the Top-Up Option is being, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option, if any, are being and will be, be acquired by Merger Subsidiary Sub for the purpose of investment and not with a view to to, or for resale in connection with with, any distribution thereof within the meaning in violation of the 1933 Act. Any certificates evidencing Top-Up Shares may include any legends required by applicable securities laws.

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby grants to Merger Subsidiary Sub an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof irrevocable option (the “Top-Up Option”), exercisable only on the terms and subject to the conditions set forth in this Agreement, to purchase from the Company, up at a price per share equal to the Offer Price paid in the Offer that number of authorized and unissued newly issued Shares (the “Top-Up Shares, ”) equal to the lowest number of Shares that, when added to the number of Shares directly or indirectly owned by Merger Subsidiary Parent or Sub at the time of exercise of the Top-Up Option, constitutes shall constitute one Share share more than ninety percent (90% %) of the Shares that would be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated Shares (determined on a fully-fully diluted basis (the Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”basis). (b) The Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c), in whole or in part, only once, at any time during the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is ; provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Periodhowever, and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement to the contrary, (i) the Top-Up Option shall not be exercisable (i) to the extent the for a number of Shares issuable upon in excess of the Shares authorized and unissued at the time of exercise of the Top-Up Option would exceed the number of authorized but unissued and unreserved Shares, (ii) unless immediately following the exercise of the Top-Up Option, the number of shares of the Company Common Stock owned in the aggregate by Parent and Merger Subsidiary constitutes at least one share more than 90% of the number of shares of Company Common Stock that would be outstanding immediately after the issuance of all shares of Company Common Stock subject to such exercise of the Top-Up Option, or (iii) unless the Minimum Condition shall have been satisfied. The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Subsidiary pursuant to the Top-Up Option shall be determined by multiplying the number of such Shares by an amount equal to the price paid for each Share in the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary (A) in cash, (B) by executing and delivering to the Company a promissory note having a principal amount equal to the purchase price, or (C) any combination of the foregoing. Any such promissory note shall bear interest at the rate of 6% per annum, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payable. (c) In the event Merger Subsidiary wishes to exercise the Top-Up Option, Merger Subsidiary shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares that Merger Subsidiary intends to purchase pursuant to the Top-Up Option and (ii) the place and time at which the closing of the purchase of such Top-Up Option may not be exercised unless, following the Acceptance Time or after a subsequent offering period, eighty percent (80%) or more of the Shares shall be directly or indirectly owned by Merger Subsidiary is to take placeParent or Sub. The Top-Up Notice Option shall also include be exercisable only once at any time following the Acceptance Time and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares comply with all applicable Laws, including compliance with an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such applicable exemption from registration of the Top-Up Shares under the Securities Act. If Sub wishes to exercise of the Top-Up Option, Merger Subsidiary intends to Sub shall give the Company one (1) business day prior written notice, specifying (i) the number of Shares directly or indirectly owned by Parent at the time of such notice and Merger Subsidiary (ii) a place and a time for the closing of such purchase. The Company shall, and Parent shall cause Merger Subsidiary to, as promptly soon as practicable after following receipt of such exercise) consummate notice, deliver written notice to Sub specifying, based on the Merger information provided by Sub in accordance with Section 253 its notice, the number of Delaware Law as contemplated by Section 9.05Top-Up Shares. At the closing of the purchase of the Top-Up Shares, Parent and Merger Subsidiary shall cause to be delivered the purchase price owed by Sub to the Company the consideration required therefor shall be paid to be delivered in exchange for the Top-Up Shares, and the Company shall cause (A) in cash, by wire transfer or cashier’s check or (B) by issuance by Sub to be issued to Merger Subsidiary a certificate representing the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entry. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to occur a promissory note on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, terms reasonably satisfactory to the extent possible, on the same day as) the issuance of the Top-Up SharesCompany. (d) Parent and Merger Subsidiary understand that the Top-Up Shares will not be registered under the 1933 Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary represents, warrants and agrees that the Top-Up Option is being, and the Top-Up Shares will be, acquired by Merger Subsidiary for the purpose of investment and not with a view to or for resale in connection with any distribution thereof within the meaning of the 1933 Act. Any certificates evidencing Top-Up Shares may include any legends required by applicable securities laws.

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby grants to Merger Subsidiary Purchaser an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof irrevocable option (the “Top-Up Option”), to purchase from exercisable only upon the Company, up terms and subject to the conditions set forth herein, to purchase, at a price per share equal to the Offer Price, that number of authorized and unissued Company Shares (the “Top-Up Option Shares, ”) equal to the lesser of (x) the lowest number of Company Shares that, when added to the number of Company Shares owned by Merger Subsidiary Parent, Purchaser and their respective Subsidiaries and Affiliates at the time of exercise of the Top-Up Optionsuch exercise, constitutes one Share shall constitute ten thousand (10,000) shares more than 90% of the Company Shares that would be then outstanding immediately (after giving effect to the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis Option Shares) and (the y) an aggregate number of Company Shares that is equal to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (b) The Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c), in whole or in part, only once, at any time during the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Period, and only if Merger Subsidiary shall own as of such time less than 9019.9% of the Company Shares issued and outstanding Sharesas of the date hereof; provided provided, however, that notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable unless, (i) immediately prior to such exercise, Parent, Purchaser and their respective Subsidiaries and Affiliates own more than 80% of the extent Company Shares then outstanding and (ii) immediately after such exercise and the issuance of Company Shares pursuant thereto, Parent, Purchaser and their respective Subsidiaries and Affiliates own more than 90% of the Company Shares then outstanding; and provided, further, that in no event shall the Top-Up Option be exercisable for a number of Company Shares issuable upon in excess of the Company’s total authorized and unissued Company Shares. (b) Provided that no applicable Legal Requirement shall prohibit the exercise of the Top-Up Option would exceed or the number of authorized but unissued and unreserved Shares, (ii) unless immediately following the exercise issuance of the Top-Up OptionOption Shares pursuant thereto, the number of shares of the Company Common Stock owned in the aggregate by Parent and Merger Subsidiary constitutes at least one share more than 90% of the number of shares of Company Common Stock that would be outstanding immediately after the issuance of all shares of Company Common Stock subject to or otherwise make such exercise of the Topor issuance illegal, Purchaser may exercise and re-Up Option, or (iii) unless the Minimum Condition shall have been satisfied. The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Subsidiary pursuant to exercise the Top-Up Option shall be determined by multiplying multiple times, in whole but not in part, at any time or times after the number of such Shares by an amount equal Acceptance Time and prior to the price paid for each Share in earlier to occur of (i) the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary Effective Time and (Aii) in cash, (B) by executing and delivering the termination of this Agreement pursuant to the Company a promissory note having a principal amount equal to the purchase price, or (C) any combination of the foregoing. Any such promissory note shall bear interest at the rate of 6% per annum, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payableSection 7. (c) In the event Merger Subsidiary Each time that Purchaser wishes to exercise the Top-Up Option, Merger Subsidiary Purchaser shall deliver send to the Company a written notice (the a “Top-Up Exercise Notice”) setting forth (i) specifying the number denominations of the certificate or certificates evidencing the Top-Up Option Shares that Merger Subsidiary intends which the Purchaser wishes to receive, and the place, time and date for the closing of the purchase and sale pursuant to the Top-Up Option and (ii) the place and time at which the closing of the purchase of such a “Top-Up Shares by Merger Subsidiary is to take placeClosing”). The Company shall, promptly after receipt of a Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary thatExercise Notice, as promptly as practicable following such exercise deliver a written notice to the Purchaser confirming the number of the Top-Up Option, Merger Subsidiary intends to (Option Shares and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05aggregate purchase price therefore. At the closing of the purchase of the each Top-Up SharesClosing, Parent and Merger Subsidiary Purchaser shall cause to be delivered to pay the Company the consideration aggregate price required to be delivered in exchange paid for the Top-Up SharesOption Shares issuable at such Top-Up Closing, by delivery of, at Purchaser’s option, (A) immediately available funds by wire transfer to an account designated by the Company, (B) a promissory note, bearing simple interest at 5% per annum, and due six months after the Top-Up Closing, or (C) any combination thereof. At each Top-Up Closing, the Company shall cause to be issued to Merger Subsidiary Purchaser a certificate or certificates representing the Top-Up Option Shares or, issuable at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entry. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the such Top-Up Closing. Certificates representing Company Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance connection with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares. (d) Parent and Merger Subsidiary understand that the Top-Up Shares will not be registered under the 1933 Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary represents, warrants and agrees that the Top-Up Option is being, and the Top-Up Shares will be, acquired by Merger Subsidiary for the purpose of investment and not with a view to or for resale in connection with any distribution thereof within the meaning of the 1933 Act. Any certificates evidencing Top-Up Shares may include any legends that are required by applicable federal or state securities laws.

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby grants to Merger Subsidiary Sub an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.04, to purchase from the Company, up at a price per share equal to the Offer Price paid in the Offer that number of authorized and unissued newly issued shares of Common Stock (the “Top-Up Shares, ”) equal to the lowest number of Shares shares of Common Stock that, when added to the number of Shares shares of Common Stock owned by Merger Subsidiary Parent and its Subsidiaries at the time of exercise of the Top-Up Option, constitutes shall constitute one Share share more than 9080% of the Shares that would be shares of Common Stock outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated Shares on a fully-fully diluted basis (the Shares to be issued upon which assumes conversion or exercise of all derivative securities regardless of the Top-Up Optionconversion or exercise price, the “Top-Up Shares”vesting schedule or other terms and conditions thereof). (b) The Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c), in whole or in part, only once, at any time during the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Period, and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement to the contrary. Upon Parent’s request, the Top-Up Option Company shall not be exercisable (i) use its reasonable best efforts to the extent cause its transfer agent to certify in writing to Parent the number of Shares issuable upon shares of Common Stock issued and outstanding as of immediately prior to the exercise of the Top-Up Option would exceed and after giving effect to the number issuance of authorized the Top-Up Shares. The Top-Up Option shall be exercisable only once, in whole but unissued and unreserved Sharesnot in part, (ii) unless immediately at any time following the Offer Closing and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. (b) In the event Merger Sub wishes to exercise of the Top-Up Option, Merger Sub shall deliver to the Company written notice (the “Top-Up Notice”), specifying (i) the number of shares of the Company Common Stock owned in the aggregate by Parent and Merger Subsidiary constitutes its Subsidiaries at least one share more than 90% the time of such notice (giving effect to the number Offer Closing) and (ii) a place and a time for the closing of shares of such purchase. The Company Common Stock that would be outstanding immediately after the issuance of all shares of Company Common Stock subject to such exercise shall, as soon as practicable following receipt of the Top-Up OptionNotice, or (iii) unless deliver written notice to Merger Sub specifying, based on the Minimum Condition shall have been satisfiedinformation provided by Merger Sub in its notice, the number of Top-Up Shares to be purchased by Merger Sub. The At the closing of the purchase of Top-Up Shares, the aggregate purchase price payable owed by Merger Sub to the Company for the Top-Up Shares being purchased shall be paid to the Company at Parent’s election, either (i) entirely in cash, by Merger Subsidiary pursuant wire transfer of same-day funds or (ii) by (A) paying in cash by wire transfer of same-day funds an amount equal to not less than the aggregate par value of the Top-Up Option shall be determined by multiplying the number of such Shares by an amount equal to the price paid for each Share in the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary (A) in cash, and (B) by executing and delivering issuing to the Company a promissory note having a principal amount equal to the aggregate purchase price, or price pursuant to the Top-Up Option less the amount paid in cash pursuant to the preceding clause (CA) any combination of (the foregoing“Promissory Note”). Any such promissory note The Promissory Note (i) shall bear simple interest at the a rate of 6% five percent (5%) per annum, payable in arrears at maturity, (ii) shall mature on the first anniversary of the date of execution of the Promissory Note, (iii) shall be full recourse to Parent and delivery of such promissory note and Merger Sub, (iv) may be prepaid prepaid, at any time, in whole or in part, without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payable. (c) In the event Merger Subsidiary wishes to exercise the Top-Up Option, Merger Subsidiary shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares that Merger Subsidiary intends to purchase pursuant to the Top-Up Option and (iiv) the place and time at which the closing of the purchase of such Top-Up Shares by Merger Subsidiary is to take placeshall have no other material terms. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such exercise of the Top-Up Option, Merger Subsidiary intends to (and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05. At the closing of the purchase of the Top-Up Shares, Parent and Merger Subsidiary shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up Shares, and the Company shall cause to be issued to Merger Subsidiary Sub a certificate representing the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common Stockshares, the applicable number of nonBook-certificated shares of Company Common Stock represented Entry Shares. Such certificates or Book-Entry Shares may include any legends that are required by book-entryfederal or state securities Laws. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.0110.07, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares. (d) Parent and Merger Subsidiary understand that the Top-Up Shares will not be registered under the 1933 Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary represents, warrants and agrees that the Top-Up Option is being, and the Top-Up Shares will be, acquired by Merger Subsidiary for the purpose of investment and not with a view to or for resale in connection with any distribution thereof within the meaning of the 1933 Act. Any certificates evidencing Top-Up Shares may include any legends required by applicable securities laws.

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby grants to Merger Subsidiary Sub an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.10, to purchase from at a price per share equal to the Company, Offer Price paid in the Offer up to the that number of authorized and unissued newly issued shares of Company Common Stock (the “Top-Up Shares, ”) equal to the lowest number of Shares shares of Company Common Stock that, when added to the number of Shares shares of Company Common Stock directly or indirectly owned by Merger Subsidiary the Parent or the Sub at the time of exercise of the Top-Up Option, constitutes shall constitute one Share share more than 90% of the Shares that would be shares of Company Common Stock outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated Shares (determined on a fully-“fully diluted basis basis” (the Shares to be issued upon which assumes conversion or exercise of all derivative securities regardless of the Top-Up Optionconversion or exercise price, the “Top-Up Shares”vesting schedule or other terms and conditions thereof). (b) The Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c), in whole or in part, only once, at any time during the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is ; provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Periodhowever, and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement to the contrary, (i) the Top-Up Option shall not be exercisable (i) to the extent the number of Shares issuable upon exercise of the Top-Up Option would exceed the number of authorized but unissued and unreserved Shares, (ii) unless immediately following the exercise of the Top-Up Option, the number of shares of the Company Common Stock owned in the aggregate by Parent and Merger Subsidiary constitutes at least one share more than 90% of the for a number of shares of Company Common Stock that would be outstanding immediately after in excess of the issuance of all shares of Company Common Stock subject to such authorized and unissued at the time of exercise of the Top-Up Option, or (iii) unless the Minimum Condition shall have been satisfied. The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Subsidiary pursuant to the Top-Up Option shall be determined by multiplying the number of such Shares by an amount equal to the price paid for each Share in the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary (A) in cash, (B) by executing and delivering to the Company a promissory note having a principal amount equal to the purchase price, or (C) any combination of the foregoing. Any such promissory note shall bear interest at the rate of 6% per annum, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payable. (c) In the event Merger Subsidiary wishes to exercise the Top-Up Option, Merger Subsidiary shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares that Merger Subsidiary intends to purchase pursuant to the Top-Up Option and (ii) the place and time at which the closing of the purchase of such Top-Up Shares Option may not be exercised unless, following the time of acceptance by Merger Subsidiary is to take placethe Sub of shares of Company Common Stock tendered in the Offer or after a subsequent offering period, eighty-five percent (85%) or more of the shares of Company Common Stock shall be directly or indirectly owned by the Parent or the Sub. The Top-Up Notice Option shall also include be exercisable once at any time following the Acceptance Date and prior to the earlier to occur of (a) the Effective Time and (b) the termination of this Agreement in accordance with its terms. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares comply with all applicable Laws, including compliance with an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such applicable exemption from registration of the Top-Up Shares under the Securities Act. If Sub wishes to exercise of the Top-Up Option, Merger Subsidiary intends to Sub shall give the Company one business day prior written notice, specifying (i) the number of shares of Company Common Stock directly or indirectly owned by the Parent at the time of such notice and Merger Subsidiary (ii) a place and a time for the closing of such purchase. The Company shall, and Parent shall cause Merger Subsidiary to, as promptly soon as practicable after following receipt of such exercise) consummate notice, deliver written notice to Sub specifying, based on the Merger information provided by Sub in accordance with Section 253 its notice, the number of Delaware Law as contemplated by Section 9.05Top-Up Shares. At the closing of the purchase of the Top-Up Shares, Parent and Merger Subsidiary shall cause to be delivered the purchase price owed by Sub to the Company the consideration required therefor shall be paid to be delivered in exchange for the Top-Up Shares, and the Company shall cause (i) in cash, by wire transfer or cashier’s check or (ii) by issuance by Sub to be issued to Merger Subsidiary a certificate representing the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entry. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to occur a promissory note on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, terms reasonably satisfactory to the extent possible, on the same day as) the issuance of the Top-Up SharesCompany. (d) Parent and Merger Subsidiary understand that the Top-Up Shares will not be registered under the 1933 Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary represents, warrants and agrees that the Top-Up Option is being, and the Top-Up Shares will be, acquired by Merger Subsidiary for the purpose of investment and not with a view to or for resale in connection with any distribution thereof within the meaning of the 1933 Act. Any certificates evidencing Top-Up Shares may include any legends required by applicable securities laws.

Top-Up Option. (a) Subject Prior to Sections 1.04(bthe scheduled Acceptance Time, Parent and the Company shall confer and mutually determine, in good faith, after consulting with their respective outside legal counsel, whether the Merger remains eligible to be effected pursuant to Section 251(h) of the DGCL. Unless Parent and 1.04(c)the Company determine that the Merger is ineligible to be effected pursuant to Section 251(h) of the DGCL (the “251(h) Inapplicable Determination”) the Merger shall be effected in accordance with Section 251(h) of the DGCL. If prior to the Effective Time, Parent and the Company make a 251(h) Inapplicable Determination then, contingent and effective upon the occurrence of the 251(h) Inapplicable Determination and the Acceptance Time, the Company hereby grants to Merger Subsidiary Acquisition Sub an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.4, to purchase from the CompanyCompany the number of newly-issued, up fully paid and non-assessable shares of Company Common Stock (the “Top-Up Shares”) equal to the number of authorized and unissued Shares, the number shares of Shares Company Common Stock that, when added to the number of Shares shares of Company Common Stock owned by Merger Subsidiary Parent or Acquisition Sub at the time of exercise of the Top-Up Option, constitutes one Share more than 90% of the Shares that would be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis (the Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (b) The Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c), in whole or in part, only once, at any time during the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Period, and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable (i) to the extent the number of Shares issuable upon exercise of the Top-Up Option would exceed the number of authorized but unissued and unreserved Shares, (ii) unless immediately following the exercise of the Top-Up Option, the number of shares of the Company Common Stock owned in the aggregate by Parent and Merger Subsidiary constitutes at least one share more than 90% of the number of shares of Company Common Stock that would be are then issued and outstanding immediately after taking into account the issuance of all shares of Company Common Stock subject to such be issued upon exercise of the Top-Up Option. (b) The Top-Up Option shall be exercised by Acquisition Sub from and after the Acceptance Time and prior to the earlier to occur of (1) the Effective Time and (2) the valid termination of this Agreement. The Top-Up Option may be exercised by Acquisition Sub, if: (i) the 251(h) Inapplicable Determination has been made; (ii) all of the Conditions to the Offer have been satisfied or (to the extent permitted) waived; (iii) at the time of exercise of the Top-Up Option, the number of shares of Company Common Stock owned by Parent or Acquisition Sub immediately following the Acceptance Time does not constitute at least one share more than 90% of the number of shares of Company Common Stock that are then issued and outstanding; (iiiiv) unless the Minimum Condition exercise of the Top-Up Option would result in Parent or Acquisition Sub owning at least one share more than 90% of the number of shares of Company Common Stock that are then issued and outstanding taking into account the issuance of all shares of Company Common Stock to be issued upon exercise of the Top-Up Option; and (v) the exercise of the Top-Up Option in accordance with this Section 1.4 would not violate any applicable Legal Requirements. The Top-Up Option shall have been satisfiednot be exercised if the number of shares of the Company Common Stock issuable upon exercise of the Top-Up Option would exceed the number of authorized but unissued shares of the Company Common Stock that are not reserved or otherwise committed to be issued. The Top-Up Option shall not be exercised if Acquisition Sub has not accepted for payment all shares of Company Common Stock validly tendered in the Offer and not withdrawn. (c) The aggregate purchase price payable for the Top-Up Shares shares of Company Common Stock being purchased by Merger Subsidiary Acquisition Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such shares by the Offer Price. Acquisition Sub shall pay the Company a portion of the purchase price equal to the aggregate par value of the Top-Up Shares in cash by an wire transfer of immediately available funds. The balance of such purchase price may be paid by Acquisition Sub, at its election: (1) entirely in cash, by wire transfer of immediately available funds; (2) by executing and delivering to the Company a full recourse promissory note having a principal amount equal to the price paid for each Share balance of the purchase price, or (3) partly in the Offer, without interest. Such purchase price shall be payable cash and partly by Merger Subsidiary (A) in cash, (B) by executing and delivering to the Company a promissory note having a principal amount equal to the purchase price, or (C) any combination balance of the foregoingpurchase price not paid in cash. Any such promissory note note: (I) shall bear interest at the rate of 6% per annum, be executed by Parent and Acquisition Sub; (II) shall mature be due and payable on the first anniversary of the date of execution and delivery thereof; (III) shall bear simple interest at the rate of such 3% per annum, payable in arrears at the time the promissory note is repaid; (IV) shall be full recourse against Parent and Acquisition Sub; (V) may be prepaid prepaid, in whole or in part, at any time without premium or penalty; provided, however, (VI) shall provide that upon any Event of Default, all the unpaid principal amount and accrued interest thereunder under the promissory note shall immediately become due and payablepayable in the event that (a) Parent or Acquisition Sub fails to make any payment of interest on the promissory note as provided therein and such failure continues for a period of thirty (30) days or (b) Parent or Acquisition Sub files or has filed against it any petition under any bankruptcy or insolvency Legal Requirements or makes a general assignment for the benefit of creditors and shall have no other material terms; and (VII) shall have no other material terms. (cd) Parent, Acquisition Sub and the Company acknowledge and agree that, in any appraisal proceeding related to this Agreement, the fair value of the shares of Company Common Stock subject to the appraisal proceeding shall be determined in accordance with the DGCL without regard to the exercise by Acquisition Sub of the Top-Up Option, any shares of Company Common Stock issued upon exercise of the Top-Up Option or the promissory note. (e) In the event Merger Subsidiary Acquisition Sub wishes to exercise the Top-Up Option, Merger Subsidiary Acquisition Sub shall deliver to the Company a notice (the “Top-Up Notice”) setting forth forth: (i) the number of Top-Up Shares that Merger Subsidiary manner in which Acquisition Sub intends to pay the applicable purchase pursuant to the Top-Up Option price; and (ii) the place and time at which the closing of the purchase of such Top-Up Shares shares of Company Common Stock by Merger Subsidiary Acquisition Sub is to take place. The Company shall, as soon as practicable following receipt of such notice, notify Acquisition Sub of the number of shares of Company Common Stock that are then issued and outstanding and the number of Top-Up Notice Shares as of such time, and, upon Parent’s request, the Company shall also include an undertaking signed by Parent use commercially reasonable efforts to cause its transfer agent to certify in writing to Acquisition Sub the number of shares of Company Common Stock issued and Merger Subsidiary that, outstanding as promptly as practicable following such of immediately prior to the exercise of the Top-Up Option, Merger Subsidiary intends Option and after giving effect to (and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 issuance of Delaware Law as contemplated by Section 9.05the Top-Up Shares. At the closing of the purchase of the Top-Up Sharessuch shares of Company Common Stock, Parent and Merger Subsidiary Acquisition Sub shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up Sharessuch shares, and the Company shall cause to be issued to Merger Subsidiary Acquisition Sub a certificate representing such shares. (f) Parent and Acquisition Sub acknowledge that any Top-Up Shares issued upon exercise of the Top-Up Option shall not be registered under the Securities Act and that all such Top-Up Shares shall be issued in reliance upon an applicable exemption from registration under the Securities Act. Each of Parent and Acquisition Sub hereby represents and warrants to the Company that Parent and Acquisition Sub are, and shall be, upon the purchase of the Top-Up Shares, “accredited investors,” as defined in Rule 501 of Regulation D under the Securities Act. Acquisition Sub agrees that the Top-Up Option and the Top-Up Shares orto be acquired upon exercise of the Top-Up Option are being and shall be acquired by Acquisition Sub for the purpose of investment and not with a view to, at Parent’s or Merger Subsidiary’s request or otherwise if for resale in connection with, any distribution thereof (within the Company does not then have certificated shares meaning of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entry. Securities Act). (g) The parties hereto agree to use their commercially reasonable best efforts to cause the closing of the purchase of the Top-Up Shares Shares, including the payment for such shares, to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.019.9, and if not so consummated on such day, as promptly thereafter as possible. The If the Top-Up Option is exercised, the parties hereto further agree to use their commercially reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 the DGCL, subject to applicable Legal Requirements, as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares. (d) Parent . Parent, Acquisition Sub and Merger Subsidiary understand the Company shall cooperate to ensure that any issuance of the Top-Up Shares will not be registered under is accomplished in a manner consistent with all applicable Legal Requirements. (h) Without the 1933 Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each prior written consent of Parent and Merger Subsidiary representsthe Company, warrants and agrees that the right to exercise the Top-Up Option is being, granted pursuant to this Agreement may be exercised only once and the Top-Up Shares will be, acquired shall not be assigned by Merger Subsidiary for the purpose of investment and not with a view to Parent or for resale in connection with any distribution thereof within the meaning of the 1933 ActAcquisition Sub. Any certificates evidencing Top-Up Shares may include any legends required by applicable securities lawsattempted assignment in violation of this Section 1.4(h) shall be null and void.

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby grants to Parent and Merger Subsidiary Sub an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof option (the “Top-Up Option”), ) to purchase from the Company, up to Company the number of authorized and unissued Shares (such shares, the “Top-Up Option Shares, ”) equal to the lesser of (i) the number of Shares that, when added to the number of Shares owned by Merger Subsidiary Parent and its Subsidiaries at the time of exercise of the Top-Up Option, constitutes one Share share more than 90% of the number of Shares that would be outstanding in each class of Company Common Stock immediately after the issuance of all Shares subject to the Top-Up Option on a fully diluted basis or (ii) the aggregate number of Shares that the Company is authorized to issue under its articles of incorporation, but that are not issued and outstanding (and are not subscribed for or otherwise committed to be issued upon issued) at the time of exercise of the Top-Up Option, calculated on at a fully-diluted basis (price per share of Company Common Stock equal to the Shares to be issued upon exercise of the Offer Price. The Top-Up Option, Option shall terminate upon the “Top-Up Shares”)earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. (b) The Top-Up Option may be exercised by Parent or Merger Subsidiary in accordance with Section 1.04(c), Sub once in whole and not in part on or in part, only once, at any time during prior to the 10 fifth Business Day period following after the later of the Offer Acceptance Date, or if Time and the expiration of any Subsequent Offering Period is providedpursuant to Section 1.1(f), during if applicable, if at such time, Parent, Merger Sub or any Subsidiary of Parent or Merger Sub do not own in the 10 Business Day period following the expiration date of such Subsequent Offering Period, and only if Merger Subsidiary shall own as of such time less than aggregate at least 90% of the total then-outstanding Sharesshares of each class of Company Common Stock (determined on a fully diluted basis); provided provided, however, that notwithstanding anything in this Agreement the obligation of the Company to the contrary, deliver the Top-Up Option shall not be exercisable Shares is subject to the conditions that (i) to no Order of any Governmental Entity shall restrain, enjoin or otherwise prohibit the extent the number of Shares issuable upon exercise of the Top-Up Option would exceed or the number of authorized but unissued and unreserved Shares, (ii) unless immediately following the exercise delivery of the Top-Up Option, the number Option Shares in respect of shares of the Company Common Stock owned such exercise; and (ii) Merger Sub has accepted for payment and paid for all Shares validly tendered in the aggregate by Parent Offer and Merger Subsidiary constitutes at least one share more than 90% of the number of shares of Company Common Stock that would be outstanding immediately after the issuance of all shares of Company Common Stock subject to such exercise of the Top-Up Option, or not withdrawn. (iiic) unless the Minimum Condition shall have been satisfied. The aggregate purchase price payable for the Top-Up Option Shares being purchased by Merger Subsidiary pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by an amount equal to the price paid for each Share in the Offer, without interestOffer Price. Such purchase price shall may be payable paid by Parent or Merger Subsidiary Sub, at its election, either (Ai) entirely in cash, (Bii) by payment in cash of no less than $0.01 per share and payment of the balance by executing and delivering to the Company a promissory note (with full recourse to Parent) having a principal amount equal to the difference between the purchase price, price and the aggregate par value of the Top-Up Option Shares or (Ciii) any combination of the foregoingthereof. Any such promissory note shall bear interest at the applicable federal rate of 6% per annumas determined for U.S. income tax purposes, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid at any time without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payable. (cd) In the event Merger Subsidiary wishes If they elect to exercise the Top-Up Option, Parent or Merger Subsidiary Sub shall deliver to the Company a written notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares that will be owned by Parent and Merger Subsidiary intends to Sub immediately preceding the purchase pursuant to of the Top-Up Option Shares together with the number of Top-Up Option Shares, (ii) the manner in which Parent or Merger Sub intends to pay the applicable exercise price and (iiiii) the place and time at which the closing of the purchase of such the Top-Up Option Shares by Merger Subsidiary is to take place, which shall take place not later than five (5) Business Days following the Offer Acceptance Time or the expiration of any Subsequent Offering Period pursuant to Section 1.1(f). The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary thatCompany shall, as promptly soon as practicable following receipt of such exercise of notice (and in no event later than the Top-Up OptionOption closing date), Merger Subsidiary intends to (notify Parent and Merger Subsidiary shall, Sub in writing of the number of Shares then outstanding and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 number of Delaware Law as contemplated by Section 9.05Top-Up Option Shares. At the closing of the purchase of the Top-Up Option Shares, Parent and or Merger Subsidiary Sub shall cause to be delivered to the Company the consideration required to be delivered in exchange for the issuance of the Top-Up Option Shares, and the Company shall cause to be issued and delivered to Parent or Merger Subsidiary Sub (as the case may be) a certificate or certificates representing the Top-Up Option Shares or, at Parent’s or Merger SubsidiarySub’s request or otherwise if the Company does not then have certificated shares of Company Common StockShares, the applicable number of non-certificated shares of Company Common Stock Shares represented by book-entryentry (“Book-Entry Shares”). The parties hereto agree to use their reasonable best efforts to cause Such certificates or Book-Entry Shares may include any legends required by applicable Laws. Without the closing prior written consent of the purchase Company, the right to exercise the Top-Up Option granted pursuant to this Agreement shall not be assigned by Parent or Merger Sub except in connection with an assignment in compliance with Section 9.10. Any attempted assignment in violation of this Section 1.4(d) shall be null and void. (e) Parent and Merger Sub acknowledge that the Top-Up Option Shares that Merger Sub may acquire upon exercise of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares. (d) Parent and Merger Subsidiary understand that the Top-Up Shares Option will not be registered under the 1933 Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary representsSub represent and warrant to the Company that Merger Sub is, warrants and will be upon the purchase of the Top-Up Option Shares, an “Accredited Investor,” as defined in Rule 501 of Regulation D under the Securities Act. Merger Sub agrees that the Top-Up Option is being, and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option, if any, are being and will be, be acquired by Merger Subsidiary Sub for the purpose of investment and not with a view to to, or for resale in connection with with, any distribution thereof within the meaning in violation of the 1933 Securities Act. Any certificates evidencing Top-Up Shares may include any legends required by applicable securities laws.

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby grants to Merger Subsidiary Parent an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof irrevocable option (the “Top-Up Option”), exercisable only upon the terms and subject to the conditions set forth in this Agreement, to purchase from the Company, at a price per share equal to the Offer Price paid in the Offer, up to the that number of authorized and unissued newly issued shares of Company Common Stock (the “Top-Up Option Shares, the number of Shares ”) that, when added to the number of Shares shares of Company Common Stock owned by Merger Subsidiary Parent (or any of its Subsidiaries) at the time of exercise of the Top-Up Option, constitutes would constitute one Share (1) share more than ninety percent (90% %) of the Shares that would be shares of Company Common Stock then outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis (“on a fully-diluted basis” meaning the Shares number of shares of Company Common Stock then issued and outstanding, plus all shares of Company Common Stock that the Company may be required to be issued upon exercise issue as of such date pursuant to options (whether or not then vested or exercisable), rights, convertible or exchangeable securities (only to the extent then convertible or exchangeable into shares of Company Common Stock) or similar obligations then outstanding, and after giving effect to the issuance of the Top-Up OptionOption Shares, but excluding from Parent’s (and any of its Subsidiaries’) ownership, but not from the outstanding shares of Company Common Stock, shares of Company Common Stock tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) (the “Short Form Threshold”). Parent may assign the Top-Up Shares”)Option and its respective rights and obligations pursuant to this Section 1.3, in its sole discretion, to any of its Subsidiaries. (b) The Top-Up Option may be exercised by Merger Subsidiary at any time upon and after consummation of the Offer and prior to the earlier of (i) the Effective Time and (ii) the termination of this Agreement in accordance with Section 1.04(c), in whole or in part, only once, at any time during the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is its terms; provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Period, and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement to the contraryhowever, the Top-Up Option shall not be exercisable (i) to the extent (A) the number of Shares issuable upon shares of Company Common Stock subject to the Top-Up Option exceeds the number of authorized and unissued shares of Company Common Stock available for issuance (less the maximum number of shares of Company Common Stock potentially necessary for issuance with respect to outstanding Company Options and other obligations of the Company), (B) any Restraint or Law shall prohibit the exercise of the Top-Up Option would exceed or the number delivery of authorized but unissued and unreserved the Top-Up Option Shares, (iiC) unless immediately following after such exercise and issuance of shares of Company Common Stock pursuant thereto, the Short Form Threshold would not be reached or (D) Merger Sub has not accepted for payment all shares of Company Common Stock validly tendered in the Offer (or during any subsequent offering period) and not validly withdrawn. The Top-Up Option shall be exercisable only once. (c) In the event that Parent wishes to exercise of the Top-Up Option, the number of shares of Parent shall give the Company Common Stock owned in the aggregate by Parent and Merger Subsidiary constitutes at least one share more than 90% of written notice (i) specifying the number of shares of Company Common Stock that would are or will be outstanding owned by Parent or any of its Subsidiaries or Merger Sub immediately after following the issuance Acceptance Time (or any closing relating to a subsequent offering period), (ii) specifying a place and a time for the closing of all shares of Company Common Stock subject the purchase and (iii) undertaking to such exercise effect the Merger pursuant to Article II (including the proviso in Section 2.2) as promptly as practicable following the acquisition of the Top-Up Option, or (iii) unless the Minimum Condition shall have been satisfiedOption Shares. The aggregate purchase price payable for Company shall, as soon as practicable following receipt of such notice, deliver written notice to Parent specifying the estimated number of Top-Up Shares being purchased by Merger Subsidiary pursuant Option Shares. Prior to the closing of the purchase of the Top-Up Option Shares, the Company shall be determined by multiplying (A) cause its transfer agent to certify in writing to Parent the number of such Shares by an amount equal issued and outstanding (x) as of immediately prior to the price paid for each Share in the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary (A) in cash, (B) by executing and delivering to the Company a promissory note having a principal amount equal to the purchase price, or (C) any combination closing of the foregoing. Any such promissory note shall bear interest at the rate of 6% per annum, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payable. (c) In the event Merger Subsidiary wishes to exercise the Top-Up Option, Merger Subsidiary shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares that Merger Subsidiary intends to purchase pursuant to the Top-Up Option and (iiy) after giving effect to the place and time at which the closing of the purchase of such Top-Up Shares by Merger Subsidiary is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such exercise issuance of the Top-Up OptionOption Shares and, Merger Subsidiary intends to (and Merger Subsidiary shallB) based thereon, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate determine the Merger in accordance with Section 253 final number of Delaware Law as contemplated by Section 9.05Top-Up Option Shares. At the closing of the purchase of the Top-Up Option Shares, (i) Parent and Merger Subsidiary shall pay (or cause to be delivered paid) to the Company the consideration required to be delivered in exchange aggregate purchase price payable for the Top-Up Shares, and Option Shares (in an amount equal to the Company shall cause to be issued to Merger Subsidiary a certificate representing product of (x) the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entry. The parties hereto agree purchased pursuant to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares Option and (y) the Offer Price (which amount may be paid, at the election of Parent, either in cash (by wire transfer or cashier’s check) or by execution and delivery of a promissory note having a principal amount equal to occur on the same day aggregate purchase price for the Top Up Option Shares, or any combination thereof; provided, however, that a minimum portion equal to the product of (1) the $0.05 par value per share of Company Common Stock and (2) the number of shares of Company Common Stock purchased pursuant to the Top-Up Notice is deemed received Option, shall be paid in cash), and (ii) the Company shall cause the Top-Up Option Shares to be issued to Parent (or any of its Subsidiaries designated by Parent), represented by either certificates or book-entry shares, at the sole option of Parent. Any promissory note issued pursuant to the immediately preceding sentence shall be in the form attached as Annex B hereto and shall include the following terms: (A) the maturity date shall be one year after issuance, (B) the unpaid principal amount of the promissory note shall accrue simple interest at a per annum rate of 1.5% per annum, (C) the promissory note may be prepaid in whole or in part at any time, without penalty or prior notice, (D) the promissory note shall be with full recourse and shall be fully secured by the Company pursuant Top-Up Option Shares, (E) the promissory note shall be nonnegotiable and nontransferable (other than to Section 12.01, Affiliates) and if not so consummated on such day, as promptly thereafter as possible(F) the promissory note shall have no other material terms. The parties further agree will cooperate to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) ensure that the issuance of the Top-Up SharesOption Shares is accomplished consistent with applicable Laws, including compliance with an applicable exemption from registration under the Securities Act. The Top-Up Option shall terminate concurrently with the termination of this Agreement in accordance with its terms. (d) Parent and Merger Subsidiary understand acknowledges that the Top-Up Option Shares will which Parent (or any of its Subsidiaries) may acquire upon exercise of the Top-Up Option shall not be registered under the 1933 Act Securities Act, and will shall be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary represents, warrants and agrees that the Top-Up Option is beingOption, and the Top-Up Option Shares will beto be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Merger Subsidiary Parent (or any of its Subsidiaries) for the purpose of investment and not with a view to to, or for resale in connection with with, any distribution thereof (within the meaning of the 1933 Securities Act). Any certificates evidencing Each of Parent and Merger Sub hereby represents and warrants to the Company that Parent is, and will be, upon the purchase of the Top-Up Shares may include any legends required by applicable securities lawsOption Shares, an “accredited investor,” as defined in Rule 501 of Regulation D under the Securities Act.

Top-Up Option. (ai) Subject to Sections 1.04(bSection 1.4(a)(ii) and 1.04(c)Section 1.4(a)(iii) hereof, the Company grants to Merger Subsidiary Parent and Purchaser an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof assignable and irrevocable option (the “Top-Up Option”), ) to purchase from the Company, up to Company the number of authorized and unissued newly-issued shares of Common Stock (the “Top-Up Option Shares, ”) equal to the lesser of (i) the number of Shares shares of Common Stock that, when added to the number of Shares shares of Common Stock owned by Merger Subsidiary Parent or Purchaser at the time of exercise of the Top-Up Option, constitutes one (1) Share more than 90% of the Shares that would be of Common Stock then outstanding immediately on a fully diluted basis (after giving effect to the issuance of all Shares the Top-Up Option Shares) or (ii) the aggregate number of shares of Common Stock that the Company is authorized to issue under its Certificate of Incorporation but that are not issued and outstanding (and are not subscribed for or otherwise committed to be issued upon issued) at the time of exercise of the Top-Up Option. The Top-Up Option shall be exercisable only once, calculated on a fully-diluted basis at such time as Purchaser owns at least eighty percent (80%) of the Shares to be issued upon shares of Common Stock then outstanding and provide notice of exercise of the Top-Up Option, Option prior to the “Top-Up Shares”)tenth (10) Business Day after the later of the expiration date of the Offer or the expiration date of any subsequent offering period. (bii) The Subject to the last sentence of Section 1.4(a)(i), the Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c)Parent or Purchaser, in whole or in part, only once, at any time during the 10 Business Day period following at or after the Acceptance Date, or if any Subsequent Offering Period is Time and prior to the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement pursuant to Article VIII; provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Periodhowever, and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable unless, immediately after such exercise and the issuance of shares of Common Stock pursuant thereto, Parent and Purchaser will collectively hold at least 90 percent (i90%) to of the extent Shares of Common Stock then outstanding (assuming the number of Shares issuable upon exercise issuance of the Top-Up Option would exceed the number of authorized but unissued and unreserved Shares, (ii) unless immediately following the exercise of the Top-Up Option, the number of shares of the Company Common Stock owned in the aggregate by Parent and Merger Subsidiary constitutes at least one share more than 90% of the number of shares of Company Common Stock that would be outstanding immediately after the issuance of all shares of Company Common Stock subject to such exercise of the Top-Up Option, or (iii) unless the Minimum Condition shall have been satisfied). The aggregate purchase price payable for the Top-Up Shares shares of Common Stock being purchased by Merger Subsidiary Parent or Purchaser pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by an amount equal to the price paid for each Share in the Offer, without interestOffer Price. Such purchase price shall may be payable paid by Merger Subsidiary (A) Parent or Purchaser, at its election, either entirely in cash, (B) cash or by executing and delivering to the Company a promissory note having a principal amount equal to the purchase price, or (C) any combination of the foregoing. Any such promissory note shall bear interest at the rate of 63% per annum, shall mature on not later than the first fifth anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payable. (ciii) In the event Merger Subsidiary Parent or Purchaser wishes to exercise the Top-Up Option, Merger Subsidiary Parent or Purchaser shall deliver to the Company a at least one (1) Business Day’s prior written notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares shares of Company Common Stock that Merger Subsidiary Parent or Purchaser intends to purchase pursuant to the Top-Up Option Option, (ii) the manner in which Parent or Purchaser intends to pay the applicable exercise price and (iiiii) the place and time at which the closing of the purchase of such Top-Up Shares by Merger Subsidiary Parent or Purchaser is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such exercise of the Top-Up Option, Merger Subsidiary intends to (and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05. At the closing of the purchase of the Top-Up Sharessuch Shares of Common Stock, Parent and Merger Subsidiary or Purchaser shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up such Shares, and the Company shall cause to be issued to Merger Subsidiary Parent or Purchaser (as the case may be) a certificate representing the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if such Shares. The obligation of the Company does not then have certificated shares to issue Shares in connection with the exercise of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entry. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares. (d) Parent and Merger Subsidiary understand that the Top-Up Shares will not be registered under the 1933 Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary represents, warrants and agrees that the Top-Up Option is beingsubject to the conditions that (x) no provision of any applicable Law and no judgment, and injunction, order or decree shall prohibit the exercise of the Top-Up Shares will be, acquired by Merger Subsidiary for Option or the purpose of investment and not with a view to or for resale in connection with any distribution thereof within the meaning delivery of the 1933 Act. Any certificates evidencing Shares in respect of such exercise, (y) the issuance of Shares pursuant to the Top-Up Option would not require approval of the Company’s stockholders under applicable Law or regulation (including, without limitation, NASDAQ National Market rules and regulations, including Section 4350) and (z) Parent or Purchaser has accepted for payment and paid for all Shares may include validly tendered in the Offer and not withdrawn. The parties shall cooperate to ensure that the issuance of the Shares upon exercise of the Top-Up Option is accomplished in a manner consistent with all applicable legal requirements of any legends required by Governmental Entity, including compliance with an applicable securities lawsexemption from registration of the Shares under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”).

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby irrevocably grants to Merger Subsidiary Purchaser an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof option (the “Top-Up Option”), exercisable only after the acceptance by Purchaser of, and payment for, Shares tendered in the Offer, to purchase from that number (but not less than that number) of Shares (the Company, up “Top-Up Shares”) as is equal to the number of authorized and unissued Shares, the lowest number of Shares that, when added to the number of Shares owned directly or indirectly by Merger Subsidiary Parent or Purchaser at the time of exercise of the Top-Up Optionsuch exercise, constitutes shall constitute one Share share more than 90% of the total Shares that would be then outstanding immediately after (assuming the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on Shares) at a fully-diluted basis (price per Share equal to the Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (b) The Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c), in whole or in part, only once, at any time during the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is Offer Price; provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Periodhowever, and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement to the contrary, (i) the Top-Up Option shall not be exercisable (i) to only once, at such time as Parent and Purchaser, directly or indirectly, own at least 80% of the extent the total number of Shares issuable upon exercise then outstanding and on or prior to the 10th Business Day after the Expiration Date or the expiration date of any subsequent offering period; (ii) in no event shall the Top-Up Option would exceed the be exercisable for a number of Shares in excess of the Company’s then authorized but and unissued shares of Common Stock (including, for purposes of this Section 1.05, as authorized and unreserved Sharesunissued shares of Common Stock any Shares held in the treasury of the Company); (iii) Purchaser shall, (ii) unless immediately following concurrently with the exercise of the Top-Up Option, the number of shares of the Company Common Stock owned in the aggregate by Parent and Merger Subsidiary constitutes at least one share more than 90% of the number of shares of Company Common Stock that would be outstanding immediately after the issuance of all shares of Company Common Stock subject to such exercise of the Top-Up Option, or (iii) unless the Minimum Condition shall have been satisfied. The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Subsidiary pursuant to the Top-Up Option shall be determined by multiplying the number of such Shares by an amount equal to the price paid for each Share in the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary (A) in cash, (B) by executing and delivering give written notice to the Company a promissory note having a principal amount equal to the purchase price, or (C) any combination of the foregoing. Any such promissory note shall bear interest at the rate of 6% per annum, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payable. (c) In the event Merger Subsidiary wishes to exercise the Top-Up Option, Merger Subsidiary shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares that Merger Subsidiary intends to purchase pursuant to the Top-Up Option and (ii) the place and time at which the closing of the purchase of such Top-Up Shares by Merger Subsidiary is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such exercise of the Top-Up Optionexercise, Merger Subsidiary Purchaser intends to (and Merger Subsidiary Purchaser shall, and Parent shall cause Merger Subsidiary Purchaser to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware the Corporation Law as contemplated by Section 9.05. At 2.09; and (iv) the closing Top-Up Option may not be exercised if any provision of applicable law (which, for the purchase avoidance of doubt, does not include the rules and regulations of NASDAQ which shall not apply) or any judgment, injunction, order or decree shall prohibit, or require any action or consent, approval, authorization or permit of any Governmental Entity or the Company’s stockholders in connection with the exercise of the Top-Up Shares, Parent and Merger Subsidiary shall cause to be delivered to Option or the Company the consideration required to be delivered in exchange for the Top-Up Shares, and the Company shall cause to be issued to Merger Subsidiary a certificate representing the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entry. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase delivery of the Top-Up Shares to occur on the same day that the in respect of such exercise, which action, consent, approval, authorization or permit has not theretofore been obtained or made, as applicable. (b) Any certificates evidencing Top-Up Notice is deemed received Shares may include any legends required by applicable securities laws. (c) Parent and Purchaser understand that the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance Shares that Purchaser may acquire upon exercise of the Top-Up Shares. (d) Parent and Merger Subsidiary understand that the Top-Up Shares Option will not be registered under the 1933 Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary representsPurchaser represent and warrant to the Company that Purchaser is, warrants and or will be upon exercise of the Top-Up Option, an “accredited investor” (as defined in Rule 501 of Regulation D promulgated under the Securities Act). Purchaser agrees that the Top-Up Option is being, and the Top-Up Shares to be acquired upon exercise thereof are being and will be, be acquired by Merger Subsidiary for the purpose of investment and not with a view to or for resale in connection with any distribution thereof within the meaning of the 1933 Securities Act. Any certificates evidencing Top-Up Shares may include any legends required by applicable securities laws.

Top-Up Option. (ai) Subject to Sections 1.04(bSection 1.4(a)(ii), Section 1.4(a)(iii) and 1.04(c)Section 1.4(a)(iv) hereof, the Company grants to Merger Subsidiary an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof Parent and Purchaser a non-assignable and irrevocable option (the “Top-Up Option”), ) to purchase from the Company, up to Company the number of authorized and unissued shares of Common Stock (the “Top-Up Option Shares, ”) equal to the lesser of (A) the number of Shares shares of Common Stock that, when added to the number of Shares shares of Common Stock (if any) owned by Merger Subsidiary Parent, Purchaser or their respective Affiliates at the time of exercise of the Top-Up Option, constitutes one (1) Share more than 90% of the Shares that would be of Common Stock then outstanding immediately on a fully diluted basis (after giving effect to the issuance of all Shares the Top-Up Option Shares) or (B) the aggregate number of shares of Common Stock that the Company is authorized to issue under its Certificate of Incorporation but that are not issued and outstanding (and are not subscribed for or otherwise committed to be issued upon issued) at the time of exercise of the Top-Up OptionOption (it being understood that for the purpose of this Section 1.4, calculated on a fully-diluted basis (the Shares shares of Common Stock authorized but not issued and outstanding shall be deemed to be issued upon exercise include, without limitation, shares of Common Stock of the Top-Up Option, Company held in the “Top-Up Shares”treasury of the Company). (bii) The Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c)Parent or Purchaser, in whole or (but not in part, only once), at any time during the 10 Business Day period following after the Acceptance Date, or if any Subsequent Offering Period is Time and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement pursuant to Article VIII; provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Periodhowever, and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not only be exercisable if: (i1) to the extent Minimum Tender Condition has been satisfied, (2) no provision of any applicable Law and no judgment, injunction, order or decree shall prohibit the number of Shares issuable upon exercise of the Top-Up Option would exceed or the number delivery of authorized but unissued and unreserved Sharesthe shares of Common Stock in respect of such exercise, (ii3) unless immediately following the exercise issuance of shares of Common Stock pursuant to the Top-Up Option, the number of shares Option would not require approval of the Company Common Stock owned Company’s stockholders under applicable Law or regulation, and (4) Parent or Purchaser has accepted for payment and paid for all Shares validly tendered in the aggregate by Parent Offer and Merger Subsidiary constitutes at least one share more than 90% of the number of shares of Company Common Stock that would be outstanding immediately after the issuance of all shares of Company Common Stock subject to such exercise of the Top-Up Option, or not withdrawn. (iii) unless the Minimum Condition shall have been satisfied. The aggregate purchase price payable for the Top-Up Shares shares of Common Stock being purchased by Merger Subsidiary Parent or Purchaser pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Option Shares by an amount equal to the price paid for each Share in the Offer, without interestOffer Price. Such purchase price shall may be payable paid by Merger Subsidiary (A) Parent or Purchaser, at its election, either entirely in cash, (B) cash or by executing and delivering to the Company a promissory note having a principal amount equal to the purchase price, or (C) any combination of price for the foregoingTop-Up Option Shares. Any such promissory note shall bear interest at the rate of 6% interest per annumannum equal to the rate of interest publicly announced by JPMorgan Chase Bank, N.A., in the City of New York, at the time such note is paid as such bank’s prime lending rate, shall mature on not later than the first fifth anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payable. (civ) In the event Merger Subsidiary Parent or Purchaser wishes to exercise the Top-Up Option, Merger Subsidiary Parent or Purchaser shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (iA) the number of Top-Up Shares shares of Common Stock that Merger Subsidiary Parent or Purchaser intends to purchase pursuant to the Top-Up Option Option, (B) the manner in which Parent or Purchaser intends to pay the applicable exercise price and (iiC) the place and time at which the closing of the purchase of such Top-Up Shares shares by Merger Subsidiary Parent or Purchaser is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such exercise of the Top-Up Option, Merger Subsidiary intends to (and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05. At the closing of the purchase of the Top-Up Sharessuch shares of Common Stock, Parent and Merger Subsidiary or Purchaser shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up Sharessuch shares, and the Company shall cause to be issued to Merger Subsidiary Parent or Purchaser (as the case may be) a certificate representing the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entrysuch shares. The parties hereto agree shall cooperate to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to occur on the same day ensure that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares. (d) Parent and Merger Subsidiary understand that the Top-Up Shares will not be registered under the 1933 Act and will be issued in reliance shares of Common Stock upon an exemption thereunder for transactions not involving a public offering. Each exercise of Parent and Merger Subsidiary represents, warrants and agrees that the Top-Up Option is beingaccomplished in a manner consistent with all applicable legal requirements of any Governmental Entity, including compliance with an applicable exemption from registration of the Shares under the Securities Act of 1933, as amended, and the Top-Up Shares will be, acquired by Merger Subsidiary for rules and regulations promulgated thereunder (the purpose of investment and not with a view to or for resale in connection with any distribution thereof within the meaning of the 1933 “Securities Act. Any certificates evidencing Top-Up Shares may include any legends required by applicable securities laws”).

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby grants to Merger Subsidiary an optionirrevocable option (the “Top-Up Option”), for so long as this Agreement has not been terminated pursuant to the provisions hereof and exercisable only in accordance with the terms and conditions set forth in this Section 2.3, to purchase that number of Shares (but not less than that number) (the “Top-Up OptionOption Shares”), to purchase from the Company, up ) equal to the number of authorized and unissued Shares, the lowest number of Shares that, when added to together with the number of Shares owned collectively owned, directly or indirectly, by Parent, Merger Subsidiary and/or their affiliates at the time of exercise of the Top-Up Optionsuch exercise, constitutes shall constitute one Share more than 90% of the total Shares that would be then outstanding immediately after (assuming the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on Option Shares) at a fully-diluted basis (the Shares to be issued upon exercise of the purchase price per Top-Up Option, Option Share equal to the “Top-Up Shares”)Offer Price. (b) The Subject to satisfaction of all of the conditions set forth in Article VII (other than those conditions that by their nature must be satisfied on the Closing Date), if there shall not have been validly tendered in the Offer and not validly withdrawn that number of Shares which, when added to the Shares owned by Parent, Merger Subsidiary or their respective Affiliates, would represent at least 90% of the Shares outstanding (treating Shares owned by the Company as treasury stock as not outstanding) at the Acceptance Time (the “Short-Form Threshold”), then Parent shall exercise the Top-Up Option may for such number of Top-Up Option Shares as is necessary for Parent to reach the Short-Form Threshold. Moreover, the Top-Up Option shall be exercised by exercisable only once in whole and not in part and only at such time as Parent and Merger Subsidiary in accordance with Section 1.04(c)and their affiliates hold, in whole or in part, only oncethe aggregate, at any time during the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Period, and only if Merger Subsidiary shall own as of such time less than 90% least a majority of the issued and outstanding Shares; provided that notwithstanding . Notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable exercisable: (i) to the extent the number of Shares issuable upon exercise of that the Top-Up Option Shares would exceed the number of authorized but unissued and unreserved Shares, shares of the Company’s common stock that are not reserved or otherwise committed to be issued; (ii) unless immediately following if any Law or Order then in effect shall prohibit the exercise of the Top-Up Option, Option or the number of shares of the Company Common Stock owned in the aggregate by Parent and Merger Subsidiary constitutes at least one share more than 90% of the number of shares of Company Common Stock that would be outstanding immediately after the issuance of all shares of Company Common Stock subject to such exercise delivery of the Top-Up Option, Option Shares; or (iii) unless if Parent or Merger Subsidiary has not accepted for payment all Shares validly tendered in the Minimum Condition shall have been satisfiedOffer and not withdrawn. The aggregate closing of the purchase price payable for the Top-Up Shares being purchased by Merger Subsidiary pursuant to of the Top-Up Option Shares shall take place at the location of the Closing specified in Section 3.1(b), and shall take place simultaneously with, or as soon as reasonably practicable after, the Acceptance Time. Without the prior written consent of the Company, the right to exercise the Top-Up Option granted pursuant to this Agreement shall not be assigned by Parent other than to a wholly owned Subsidiary of Parent, including by operation of Law or otherwise, without the prior written consent of the Company. Any attempted assignment in violation of this Section 2.3(b) shall be determined by multiplying the number of such Shares by an amount equal to the price paid for each Share in the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary (A) in cash, (B) by executing null and delivering to the Company a promissory note having a principal amount equal to the purchase price, or (C) any combination of the foregoing. Any such promissory note shall bear interest at the rate of 6% per annum, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payablevoid. (c) In the event Merger Subsidiary wishes to that Parent shall exercise the Top-Up Option, Merger Subsidiary Parent shall deliver send to the Company a written notice (the a “Top-Up Exercise Notice”) setting forth specifying (i) the number of Top-Up Shares that owned by Parent, Merger Subsidiary and their affiliates at the time of such notice (giving effect to the closing of the Offer) and (ii) the manner in which Parent intends to pay the applicable purchase pursuant to price of the Top-Up Option and (ii) the place and time at which the closing of the purchase of such Shares. Such Top-Up Shares by Merger Subsidiary is to take place. The Top-Up Exercise Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such exercise of the Top-Up Option, Merger Subsidiary intends to (and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law as contemplated the DGCL. The Company shall, promptly after receipt of the Top-Up Exercise Notice, deliver a written notice to Merger Subsidiary confirming, based on the information provided by Section 9.05. Parent in the Top-Up Exercise Notice, (i) the number of Shares then outstanding (assuming the issuance of the Top-Up Option Shares), and (ii) the number of Top-Up Option Shares issuable under the Top-Up Option and the aggregate purchase price therefore. (d) At the closing Closing of the purchase of the Top-Up Option Shares, Parent subject to the terms and conditions of this Agreement, (i) the Company shall deliver to Merger Subsidiary the Top-Up Option Shares and (ii) Merger Subsidiary shall cause to be delivered to purchase each Top-Up Option Share from the Company at the consideration required to be delivered in exchange Offer Price. Payment of the aggregate purchase price for the Top-Up Shares, and the Company shall cause to Option Shares may be issued to Merger Subsidiary a certificate representing the Top-Up Shares ormade, at Parent’s or Merger Subsidiary’s request or otherwise if option, by delivery of (x) immediately available funds by wire transfer to an account designated by the Company does or (y) a combination of cash equal to an amount not then have certificated shares of Company Common Stock, less than the applicable number of non-certificated shares of Company Common Stock represented by book-entry. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase aggregate par value of the Top-Up Option Shares and a promissory note for the remainder of the purchase price for the Top-Up Option Shares. Any such promissory note shall be full recourse to occur Parent and Merger Subsidiary, shall bear interest at the applicable federal rate as determined for U.S. income tax purposes, shall mature on the same day first anniversary of the date of execution and delivery of such promissory note, may be prepaid at any time without premium or penalty and shall have no other material terms. (e) Parent and Merger Subsidiary acknowledge that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Option Shares that Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance Subsidiary may acquire upon exercise of the Top-Up Shares. (d) Parent and Merger Subsidiary understand that the Top-Up Shares Option will not be registered under the 1933 Act Securities Act, and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary representshereby represents and warrants to the Company that it is, warrants and agrees that or will be upon the purchase of the Top-Up Option is beingShares, an “accredited investor”, as defined in Rule 501 of Regulation D promulgated under the Securities Act, and the that any Top-Up Option Shares will be, are being acquired by Merger Subsidiary for the purpose of investment and not with a view to to, or for resale in connection with with, any distribution thereof (within the meaning of the 1933 Securities Act. Any certificates evidencing ). (f) The parties will cooperate and use reasonable best efforts to ensure that the issuance and delivery of the Top-Up Option Shares comply with all applicable Laws. (g) Notwithstanding anything to the contrary contained herein, each of Parent, Merger Subsidiary and the Company agrees and acknowledges that, in any appraisal proceeding under Section 262 of the DGCL with respect to Dissenting Shares, the Surviving Corporation shall not assert that the Top-Up Option, the Top-Up Option Shares or any cash or promissory note delivered by Purchaser to the Company in payment for the Top-Up Shares may include any legends required should be considered in connection with the determination of the fair market value of the shares of Company Common Stock held by applicable securities lawsdissenting stockholders in accordance with Section 262 of the DGCL.

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby grants to Merger Subsidiary Sub an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.04, to purchase from at a price per share equal to the Company, Common Offer Price paid in the Offer up to that number (but not less than that number) of newly issued shares of Company Common Stock (the “Top-Up Shares”) equal to the lowest number of authorized and unissued Shares, the number shares of Shares Company Common Stock that, when added to the number of Shares owned shares of Company Common Stock owned, directly or indirectly, by Parent or Merger Subsidiary Sub and their respective Subsidiaries at the time of exercise of the Top-Up Option, constitutes shall constitute no less than one Share share more than 90% of the Shares shares of Company Common Stock that would will be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis (the Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (b) . The Top-Up Option may shall be exercised by Merger Subsidiary in accordance with Section 1.04(c)exercisable only once, in whole or but not in part, only once, at any time during the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is Offer Closing and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms; provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Periodhowever, and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable (i) to the extent the number of Shares issuable upon exercise of the Top-Up Option would exceed the number of authorized but unissued and unreserved Shares, (ii) unless immediately following the exercise of the Top-Up Option, the number of shares of the Company Common Stock owned in the aggregate owned, directly or indirectly, by Parent or Merger Sub and Merger Subsidiary constitutes at least their respective Subsidiaries shall constitute no less than one share more than 90% of the number of shares of Company Common Stock that would will be outstanding immediately after the issuance of all the Top-Up Shares; (ii) the Top-Up Option shall not be exercisable for a number of shares of Company Common Stock subject to such in excess of the shares of Company Common Stock authorized and unissued or held in the treasury of the Company at the time of exercise of the Top-Up Option, or Option (giving effect to the shares of Company Common Stock issuable pursuant to all then-outstanding restricted stock units and any other rights to acquire Company Common Stock as if such shares were outstanding); (iii) unless the Minimum Condition Merger Sub shall have been satisfiedaccepted for payment all Shares validly tendered in the Offer and not validly withdrawn; and (iv) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order. (b) In the event Merger Sub wishes to exercise the Top-Up Option in accordance with Section 1.04(a), Parent shall so notify the Company, and shall set forth in such notice (i) the number of Shares expected to be owned, directly or indirectly, by Parent or Merger Sub and their respective Subsidiaries immediately preceding the purchase of the Top-Up Shares (giving effect to the Offer Closing), (ii) the number of Top-Up Shares, (iii) a place and a time for the closing of such purchase, and (iv) Merger Sub’s agreement to (and Parent’s agreement to cause Merger Sub to) consummate the Merger in accordance with the DGCL as promptly as practicable following issuance of the Top-Up Shares. The At the closing of the purchase of Top-Up Shares, the aggregate purchase price payable owed by Parent or Merger Sub to the Company for the Top-Up Shares being purchased shall be paid to the Company by Merger Subsidiary Sub, at Merger Sub’s election, either (i) entirely in cash, by wire transfer of immediately available funds to an account designated by the Company, (ii) by (A) paying in cash by wire transfer of same day funds an amount equal to not less than the aggregate par value of the Top-Up Shares and (B) issuing to the Company a promissory note in form and substance reasonably satisfactory to the Company having a principal amount equal to the aggregate purchase price pursuant to the Top-Up Option shall be determined by multiplying less the number of such Shares by an amount equal paid in cash pursuant to the price paid for each Share in the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary preceding clause (A) in cash, (B) by executing and delivering to the Company a promissory note having a principal amount equal to the purchase price“Promissory Note”), or (Ciii) any by a combination of the foregoingmethods set forth in the preceding clauses (i) and (ii). Any such promissory note The Promissory Note (i) shall bear simple interest at the a rate of 65% per annum, (ii) shall mature on the first anniversary of the date of execution of the Promissory Note, (iii) shall be full recourse to Parent and delivery of such promissory note and Merger Sub, (iv) may be prepaid prepaid, at any time, in whole or in part, without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payable. (c) In the event Merger Subsidiary wishes to exercise the Top-Up Option, Merger Subsidiary shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares that Merger Subsidiary intends to purchase pursuant to the Top-Up Option and (iiv) the place and time at which the closing of the purchase of such Top-Up Shares by Merger Subsidiary is to take placeshall have no other material terms. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such exercise of the Top-Up Option, Merger Subsidiary intends to (and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05. At the closing of the purchase of the Top-Up Shares, Parent and Merger Subsidiary shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up Shares, and the Company shall cause to be issued to Merger Subsidiary Sub a certificate representing the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common StockShares, the applicable number of nonBook-certificated shares of Company Common Stock represented Entry Shares. Such certificates or Book-Entry Shares may include any legends that are required by book-entryfederal or state securities Laws. The parties hereto agree shall cooperate to use their reasonable best efforts to cause the closing ensure that any issuance of the purchase Top-Up Shares is accomplished consistent with all applicable Laws. (c) Parent and Merger Sub acknowledge that no Top-Up Shares issued upon exercise of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares. (d) Parent and Merger Subsidiary understand that the Top-Up Shares Option will not be registered under the 1933 Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and that all such shares will be issued in reliance upon an applicable exemption thereunder from registration under the Securities Act for transactions not involving a public offering. Each of Parent and Merger Subsidiary representsSub hereby represents and warrants to the Company that each of Parent and Merger Sub are, warrants and will be, upon the exercise of the Top-Up Option and purchase of the Top-Up Shares, an “accredited investor,” as defined in Rule 501 of Regulation D under the Securities Act. Each of Parent and Merger Sub agrees that the Top-Up Option is being, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will be, be acquired by Merger Subsidiary it for the purpose of investment and not with a view to to, or for resale in connection with with, any distribution thereof (within the meaning of the 1933 Securities Act. Any certificates evidencing ). (d) The parties agree and acknowledge that in any appraisal proceeding to determine the fair value of any Dissenting Shares pursuant to Section 262 of the DGCL as contemplated by Section 3.03, to the fullest extent permitted by applicable Law, the Surviving Corporation shall not assert that the Top-Up Option, the issuance of the Top-Up Shares or the payment by Merger Sub to the Company of any consideration for the Top-Up Shares should be taken into account. (e) Without limiting any other provision in this Agreement, in the event of any change in the number of outstanding Shares by reason of any stock dividend, stock split, recapitalization, combination, exchange of shares, merger, consolidation, reorganization or the like or any other change in the corporate or capital structure of the Company that would have the effect of diluting Merger Sub’s rights under the Top-Up Option, the number of Top-Up Option Shares will be adjusted appropriately so as to restore to Merger Sub its rights hereunder with respect to the Top-Up Option as the same exists as of the date of this Agreement; provided that this Section 1.04(e) shall not be deemed to constitute a waiver of any breach by the Company of Section 6.01. (f) Notwithstanding anything to the contrary in this Agreement, Merger Sub may include assign the right to exercise the Top-Up Option to Parent or to any legends required by applicable securities lawsAffiliate of Parent that becomes the owner of the Shares purchased in the Offer.

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby grants to Merger Subsidiary Parent and Purchaser an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof irrevocable option (the “Top-Up Option”), ) to purchase from the Company, up to the that number of authorized and unissued Company Shares (the “Top-Up Option Shares, ”) equal to the lowest number of Company Shares that, when added to the number of Company Shares collectively owned by Merger Subsidiary Parent or Purchaser at the time of exercise of the Top-Up Optionexercise, constitutes shall constitute one Company Share more than 90% of the then outstanding Company Shares that would be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-fully diluted basis (including all Company Shares potentially issuable upon the Shares to be issued conversion of any convertible securities or upon the exercise of any options, warrants or rights (other than the Top-Up OptionRights) including the Company RSUs, in each case, which are convertible or exercisable prior to the “Top-Up Shares”Outside Date). (b) The , at a purchase price per Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c), in whole or in part, only once, at any time during the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Period, and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement Share equal to the contraryPer Share Amount. Notwithstanding the foregoing provisions of this Section 2.3(a), the Top-Up Option shall not be exercisable (i) to the extent for Company Shares in excess of the number of Company Shares authorized and unissued or held in the treasury of the Company (giving effect to the Company Shares issuable upon pursuant to all then-outstanding Company Stock Options, RSUs and any other rights to acquire Company Shares as if such shares were outstanding). (b) Either Parent or Purchaser may, at its election, exercise of the Top-Up Option would exceed the number of authorized but unissued and unreserved Shares, (ii) unless immediately following the exercise of the Top-Up Option, the number of shares of the Company Common Stock owned in the aggregate by Parent and Merger Subsidiary constitutes at least one share more than 90% of the number of shares of Company Common Stock that would be outstanding immediately any time after the issuance of all shares of Company Common Stock subject to such exercise of the Top-Up Option, or (iii) unless the Minimum Condition shall have been satisfied. The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Subsidiary pursuant Acceptance Date and prior to the Top-Up Option shall be determined by multiplying the number earlier of such Shares by an amount equal to the price paid for each Share in the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary (A) in cash, the Effective Time and (B) by executing and delivering to the Company a promissory note having a principal amount equal to the purchase price, or (C) any combination termination of the foregoing. Any such promissory note shall bear interest at the rate of 6% per annum, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payablethis Agreement. (c) In the event Merger Subsidiary If either Parent or Purchaser wishes to exercise the Top-Up Option, Merger Subsidiary Parent or Purchaser, as applicable, shall deliver send to the Company a written notice (a “Top-Up Exercise Notice”) specifying the place for the closing of the purchase the Top-Up Option Shares (the “Top-Up NoticeClosing”) setting forth and a date not earlier than one business day nor later than ten business days after the date of the Top-Up Exercise Notice for the Top-Up Closing. The Company shall, promptly after receipt of the Top-Up Exercise Notice, deliver a written notice to Parent or Purchaser confirming (i) the number of Company Shares then outstanding on a fully diluted basis, and (ii) the number of Top-Up Option Shares that Merger Subsidiary intends and the aggregate purchase price therefor. (d) At the Top-Up Closing, subject to the terms and conditions of this Agreement, (i) the Company shall deliver to Parent or Purchaser a certificate or certificates evidencing the applicable number of Top-Up Option Shares and (ii) Parent or Purchaser shall purchase pursuant to each Top-Up Option Share from the Company at the Per Share Amount. Payment of the purchase price for the Top-Up Option and (ii) the place and time at which the closing of the purchase of such Top-Up Shares by Merger Subsidiary is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such exercise of the Top-Up Option, Merger Subsidiary intends to (and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05. At the closing of the purchase of the Top-Up Shares, Parent and Merger Subsidiary shall cause to may be delivered to the Company the consideration required to be delivered in exchange for the Top-Up Shares, and the Company shall cause to be issued to Merger Subsidiary a certificate representing the Top-Up Shares ormade, at Parent’s or Merger SubsidiaryPurchaser’s request or otherwise if option, by delivery of (A) immediately available funds by wire transfer to an account designated by the Company does not then have certificated shares of Company Common Stockor (B) a promissory note, the applicable number of non-certificated shares of Company Common Stock represented by book-entryor any combination thereof. The parties hereto agree shall cooperate to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to occur on the same day ensure that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up SharesOption Shares is accomplished consistent with all applicable legal requirements, including all federal securities laws. (de) Upon the delivery by Parent or Purchaser to the Company of the Top-Up Exercise Notice, and the tender of the consideration described in Section 2.3(d), Parent or Purchaser, as applicable, shall be deemed to be the holder of record of the Top-Up Option Shares issuable upon that exercise, notwithstanding that certificates representing those Top-Up Option Shares shall not then be actually delivered to Parent or Purchaser or the Company shall have failed or refused to designate the account described in Section 2.3(d). (f) Certificates evidencing Top-Up Option Shares delivered hereunder may include legends legally required by applicable securities laws. Parent and Merger Subsidiary understand Purchaser acknowledge that the Top-Up Option Shares that Parent or Purchaser may acquire upon exercise of the Top-Up Option will not be registered under the 1933 Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary representsPurchaser hereby represents and warrants to the Company that it is, warrants and agrees that or will be upon the purchase of the Top-Up Option is beingShares, and an “accredited investor”, as defined in Rule 501 of Regulation D under the Top-Up Shares will be, acquired by Merger Subsidiary for the purpose of investment and not with a view to or for resale in connection with any distribution thereof within the meaning of the 1933 Securities Act. Any certificates evidencing Top-Up Shares may include any legends required by applicable securities laws.

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby grants to Merger Subsidiary Purchaser an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof irrevocable option (the “Top-Up Option”), to purchase from exercisable only upon the Company, up terms and subject to the conditions set forth herein and only on or after the Appointment Time, to purchase, at a price per share equal to the Offer Price, an aggregate number of authorized and unissued shares of Common Stock (the “Top-Up Option Shares, ”) equal to the lowest number of Shares that, when added to the number of Shares directly or indirectly owned by Merger Subsidiary Parent, Purchaser and their respective Subsidiaries at the time of exercise of the Top-Up Option, constitutes shall constitute one Share share more than ninety percent (90% %) of the Shares that would be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated Option Shares on a fully-fully diluted basis (the Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (b) The Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c), in whole or in part, only once, at any time during the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is basis; provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Periodhowever, and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable unless, immediately after such exercise and the issuance of shares of Common Stock pursuant thereto, the Short Form Threshold would be reached (i) after giving effect to the extent the number of Shares issuable upon exercise issuance of the Top-Up Option would exceed the number of authorized but unissued and unreserved Shares); provided, (ii) unless immediately following the exercise of further, that in no event shall the Top-Up Option, the Option be exercisable for a number of shares of Common Stock in excess of the Company’s total authorized and unissued shares of Common Stock (treating any Shares held in the treasury of the Company Common Stock owned in as unissued). Purchaser may pay the Company the aggregate by Parent and Merger Subsidiary constitutes at least one share more than 90% of the number of shares of Company Common Stock that would price required to be outstanding immediately after the issuance of all shares of Company Common Stock subject to such exercise of the Top-Up Option, or (iii) unless the Minimum Condition shall have been satisfied. The aggregate purchase price payable paid for the Top-Up Shares being purchased either (i) entirely in cash or (ii) at Purchaser’s election, by Merger Subsidiary pursuant (x) paying in cash an amount equal to not less than the aggregate par value of the Top-Up Option shall be determined by multiplying the number of such Shares by an amount equal to the price paid for each Share in the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary and (Ay) in cash, (B) by executing and delivering to the Company a promissory note having a principal amount equal to the purchase price, or (C) any combination balance of the foregoingaggregate purchase price pursuant to the Top-Up Option less the amount paid in cash pursuant to the preceding clause (x) (a “Promissory Note”). Any such promissory note Promissory Note shall be full recourse against Parent and Purchaser and (i) shall bear interest at the rate of 6% nine percent (9%) per annum, (ii) shall mature on the first (1st) anniversary of the date of execution and delivery of such promissory note Promissory Note and (iii) may be prepaid prepaid, in whole or in part, without premium or penalty. (b) Provided that no applicable Law, order, injunction or other legal impediment shall prohibit the exercise of the Top-Up Option or the issuance of the Top-Up Option Shares pursuant thereto, or otherwise make such exercise or issuance illegal, Purchaser may exercise (subject to the restrictions contained in Section 1.11(a)) the Top-Up Option on one or more occasions, in whole or in part, after the Appointment Time and prior to the earlier to occur of (i) the fifth (5th) business day after the later of (A) the Expiration Time and (B) the expiration of any “subsequent offering period”; provided, however, that upon any Event and (ii) the termination of Default, all principal and accrued interest thereunder shall immediately become due and payablethis Agreement in accordance with its terms. (c) In the event Merger Subsidiary Each time that Purchaser wishes to exercise the Top-Up Option, Merger Subsidiary Purchaser shall deliver send to the Company a written notice (a “Top-Up Exercise Notice,” the date of which notice is referred to herein as the “Top-Up NoticeNotice Date”) setting forth (i) specifying the number denominations of the certificate or certificates evidencing the Top-Up Option Shares that Merger Subsidiary intends which Purchaser wishes to receive, and the place, time and date for the closing of the purchase and sale pursuant to the Top-Up Option and (ii) the place and time at which the closing of the purchase of such “Top-Up Shares by Merger Subsidiary is to take placeClosing”). The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary thatCompany shall, as promptly as practicable following such exercise after receipt of the Top-Up OptionExercise Notice, Merger Subsidiary intends deliver a written notice to Purchaser confirming the number of Top-Up Option Shares and the aggregate purchase price therefor (and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05“Top-Up Notice Receipt”). At the closing of the purchase of the Top-Up SharesClosing, Parent and Merger Subsidiary Purchaser shall cause to be delivered to pay the Company the consideration aggregate price required to be delivered in exchange paid for the Top-Up Option Shares, by delivery of cash and a Promissory Note in an aggregate principal amount equal to that specified in the Top-Up Notice Receipt, and the Company shall cause to be issued and delivered to Merger Subsidiary Purchaser a certificate or certificates representing the Top-Up Option Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common StockShares, the applicable number of nonBook-certificated shares of Company Common Stock represented Entry Shares. Such certificates or Book-Entry Shares may include any legends that are required by book-entry. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Sharesfederal or state securities Laws. (d) Parent and Merger Subsidiary understand Purchaser acknowledge that the Top-Up Shares will which Purchaser may acquire upon exercise of the Top-Up Option shall not be registered under the 1933 Securities Act and will shall be issued in reliance upon an exemption thereunder from registration under the Securities Act for transactions not involving a public offering. Each of Parent and Merger Subsidiary representsPurchaser represent and warrant to the Company that Purchaser is, warrants and or shall be upon any purchase of Top-Up Shares, an “accredited investor”, as defined in Rule 501 of Regulation D under the Securities Act. Purchaser agrees that the Top-Up Option is beingOption, and the Top-Up Shares will beto be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Merger Subsidiary Purchaser for the purpose of investment and not with a view to to, or for resale in connection with with, any distribution thereof (within the meaning of the 1933 Securities Act. Any certificates evidencing ). (e) Without the prior written consent of the Company, the right to exercise the Top-Up Shares may include Option granted pursuant to this Agreement shall not be assigned by Purchaser other than to Parent or a direct or indirect wholly owned Subsidiary of Parent, including by operation of Law or otherwise, and any legends required by applicable securities lawsattempted assignment in violation of this Section 1.11(e) shall be null and void.

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(cthe requirements of Section 1.4(b), the Company hereby grants to Merger Subsidiary Parent and the Purchaser an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof irrevocable option (the “Top-Up Option”), ) to purchase from the Company, up Company that number (but not less than that number) of shares of Company common stock (the “Top-Up Option Shares”) equal to the number of authorized and unissued Shares, the number shares of Shares Company common stock that, when added to the number of Shares owned by Merger Subsidiary at the time of exercise Parent and Purchaser immediately following consummation of the Top-Up OptionOffer, constitutes shall constitute one Share share more than 90% of the Shares that would be outstanding immediately (after giving effect to the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis (the Shares to be issued upon exercise of the Option Shares) for consideration per Top-Up Option, Option Share equal to the “Top-Up Shares”)Offer Price. (b) The Top-Up Option may shall be exercised by Merger Subsidiary in accordance with Section 1.04(c), in whole or in part, exercisable only once, at any one time during the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Period, and only if Merger Subsidiary shall after the purchase of and payment for Shares pursuant to the Offer by Parent or the Purchaser as a result of which Parent and the Purchaser own as of such time less than 90beneficially at least 80% of the outstanding Shares; provided that notwithstanding anything in this Agreement to the contrary, the Shares outstanding. The Top-Up Option shall not be exercisable (i) to the extent the number of Shares issuable upon exercise of the Top-Up Option would exceed the number of authorized but unissued and unreserved Shares, (ii) unless immediately following the exercise of the Top-Up Option, the number of shares of the Company Common Stock owned in the aggregate by Parent and Merger Subsidiary constitutes at least one share more than 90% of if the number of shares of Company Common Stock that would be outstanding immediately after common stock subject thereto exceeds the issuance number of all authorized shares of Company Common Stock subject to such exercise of common stock available for issuance and not otherwise reserved for issuance by the Top-Up Option, or (iii) unless the Minimum Condition shall have been satisfied. The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Subsidiary pursuant to the Top-Up Option shall be determined by multiplying the number of such Shares by an amount equal to the price paid for each Share in the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary (A) in cash, (B) by executing and delivering to the Company a promissory note having a principal amount equal to the purchase price, or (C) any combination of the foregoing. Any such promissory note shall bear interest at the rate of 6% per annum, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payableCompany. (c) In the event Merger Subsidiary that Parent or Purchaser wishes to exercise the Top-Up Option, Merger Subsidiary Parent or the Purchaser shall deliver to give the Company a written notice (the “Top-Up Notice”) setting forth (i) specifying the number of Top-Up Shares shares of Company common stock that Merger Subsidiary intends to purchase pursuant to are or will be owned by Parent and the Top-Up Option Purchaser immediately following consummation of the Offer and (ii) the specifying a place and a time at which for the closing of the purchase (which shall not be more than three (3) Business Days after delivery of such Top-Up Shares by Merger Subsidiary is to take place. The Top-Up Notice shall also include an undertaking signed by Parent notice) and Merger Subsidiary that, certifying that as promptly as practicable following such exercise of the Top-Up Option, Merger Subsidiary intends Purchaser and Parent intend to (and Merger Subsidiary shall, Purchaser and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law the DGCL as contemplated by Section 9.051.11. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to the Purchaser specifying the number of Top-Up Shares. At the closing of the purchase of the Top-Up Shares, Parent and Merger Subsidiary shall cause to be delivered to the Company the consideration required to be delivered in exchange for purchase price owing upon exercise of the Top-Up Shares, and Option that equals the product of (i) the number of shares of Company shall cause common stock purchased pursuant to be issued to Merger Subsidiary a certificate representing the Top-Up Shares orOption, multiplied by (ii) the Offer Price, shall be paid to the Company, at the election of Parent and Purchaser, in cash (by wire transfer or cashier’s check) or by delivery of a promissory note having full recourse to Parent’s . (d) The Top-Up Option may not be exercised if any provision of applicable Law or Merger Subsidiary’s request any judgment, injunction, order or otherwise if decree of any Governmental Entity shall prohibit, or require any action, consent, approval, authorization or permit of, or action by, or filing with or notification to, any Governmental Entity or the Company does not then have certificated shares of Company Common Stock, Stockholders in connection with the applicable number of non-certificated shares of Company Common Stock represented by book-entry. The parties hereto agree to use their reasonable best efforts to cause the closing exercise of the purchase Top-Up Option or the delivery of the Top-Up Shares to occur on in respect of such exercise, which action, consent, approval, authorization or permit, action, filing or notification has not theretofore been obtained or made, as applicable. (e) Each of Parent and the same day Purchaser understands that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance Shares that Purchaser may acquire upon exercise of the Top-Up Shares. (d) Parent and Merger Subsidiary understand that the Top-Up Shares Option will not be registered under the 1933 Act Securities Act, and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary representsthe Purchaser represent and warrant to the Company that the Purchaser is, warrants and will be upon exercise of the Top-Up Option, an “accredited investor” (as defined in Rule 501 of Regulation D promulgated under the Securities Act). The Purchaser agrees that the Top-Up Option is being, and the Top-Up Shares to be acquired upon exercise thereof are being and will be, be acquired by Merger Subsidiary for the purpose of investment and not with a view to or for resale in connection with any distribution thereof within the meaning of the 1933 Securities Act. Any certificates evidencing Top-Up Shares may include any legends required by applicable securities laws.

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby grants to Merger Subsidiary MergerSub an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof irrevocable option (the “Top-Up Option”)) to purchase, to purchase from the Company, up at a price per share equal to the Offer Price, a number (but not less than that number) of authorized and unissued newly issued shares of Company Common Stock (the “Top-Up Option Shares, the number of Shares ”) that, when added to the number of Shares owned shares of Company Common Stock owned, directly or indirectly, by Merger Subsidiary Parent, MergerSub or any of the other Parent Subsidiaries, at the time of exercise of the Top-Up Option, constitutes one Share share of Company Common Stock more than ninety percent (90% %) of the Shares number of shares of Company Common Stock that would will be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis (the Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Option Shares”). (b) . The Top-Up Option may be exercised by Merger Subsidiary exercised, in whole but not in part, at any one time on or after the date MergerSub accepts for payment all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer and prior to the earlier to occur of (1) the Effective Time and (2) the termination of this Agreement in accordance with Section 1.04(c), in whole or in part, only once, at any time during the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is 8.01; provided, during however, that the 10 Business Day period following the expiration date of such Subsequent Offering Period, and only if Merger Subsidiary shall own as of such time less than 90% obligation of the outstanding Shares; provided that notwithstanding anything in this Agreement Company to the contrary, the deliver Top-Up Option shall not be exercisable (i) to Shares upon the extent the number of Shares issuable upon exercise of the Top-Up Option would exceed is subject to the number of authorized but unissued and unreserved Shares, conditions that (iiA) unless immediately following the upon exercise of the Top-Up Option, the number of shares of the Company Common Stock owned in the aggregate owned, directly or indirectly, by Parent and Merger Subsidiary or MergerSub constitutes at least one share of Company Common Stock more than ninety percent (90% %) of the number of shares of Company Common Stock that would will be outstanding immediately after the issuance of all the Top-Up Option Shares and (B) the number of Top-Up Option Shares issued pursuant to the Top-Up Option shall in no event exceed the number of authorized and unissued shares of Company Common Stock subject to such not otherwise reserved for issuance. (b) Upon the exercise of the Top-Up OptionOption in accordance with Section 1.03(a), MergerSub shall so notify the Company and shall set forth in such notice (1) the number of shares of Company Common Stock expected to be owned, directly or indirectly, by Parent or MergerSub immediately preceding the purchase of the Top-Up Option Shares, (iii2) unless the Minimum Condition number of Top-Up Option Shares, and (3) a place and time for the closing of the purchase of the Top-Up Option Shares (the “Top-Up Option Closing”). At the Top-Up Option Closing, MergerSub shall have been satisfiedpay the Company the aggregate purchase price required to be paid for the Top-Up Option Shares pursuant to this Section 1.03, and the Company shall cause to be issued to MergerSub a certificate representing the Top-Up Option Shares. The At its election, MergerSub may pay the aggregate purchase price payable for the Top-Up Option Shares being purchased either (A) in cash by Merger Subsidiary pursuant wire transfer of immediately available funds to an account designated by the Company, or (B) by (i) paying in cash, by wire transfer of immediately available funds to an account designated by the Company, an amount equal to not less than the aggregate par value of the Top-Up Option shall be determined by multiplying the number of such Shares by an amount equal to the price paid for each Share in the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary and (Aii) in cash, (B) by executing and delivering to the Company a promissory note having a principal amount equal to the aggregate purchase price, or price payable for the Top-Up Option Shares less the amount paid in cash pursuant to the preceding clause (Ci) any combination of (the foregoing“Promissory Note”). Any such promissory note The Promissory Note (A) shall bear interest at the rate of 6% per annum, shall mature be due on the first anniversary of the date Top-Up Option Closing, (B) shall accrue simple interest of execution 3% per annum, (C) shall be full recourse to Parent and delivery of such promissory note and MergerSub, (D) may be prepaid prepaid, in whole or in part, at any time without premium or penalty; provided, however, (E) shall provide that upon any Event of Default, all the unpaid principal amount and accrued interest thereunder under the Promissory Note shall immediately become due and payablepayable in the event that (x) MergerSub fails to make any payment of interest on the Promissory Note as provided therein and such failure continues for a period of 30 days or (y) MergerSub files or has filed against it any petition under bankruptcy or insolvency law or makes a general assignment for the benefit of creditors and (F) shall have no other material terms. (c) In the event Merger Subsidiary wishes to exercise the Top-Up Option, Merger Subsidiary shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares that Merger Subsidiary intends to purchase pursuant to the Top-Up Option and (ii) the place and time at which the closing of the purchase of such Top-Up Shares by Merger Subsidiary is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such MergerSub understand that the shares of Company Common Stock that MergerSub may acquire upon exercise of the Top-Up Option, Merger Subsidiary intends to (and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05. At the closing of the purchase of the Top-Up Shares, Parent and Merger Subsidiary shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up Shares, and the Company shall cause to be issued to Merger Subsidiary a certificate representing the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entry. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares. (d) Parent and Merger Subsidiary understand that the Top-Up Shares Option will not be registered under the 1933 Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary represents, warrants and MergerSub agrees that any Top-Up Option Shares to be acquired upon exercise of the Top-Up Option is being, and the Top-Up Shares will be, be acquired by Merger Subsidiary for the purpose of investment and not with a view to or for resale in connection with any distribution thereof within the meaning of the 1933 Securities Act. Any , and that any certificates evidencing representing the Top-Up Option Shares may include any legends required by applicable securities laws. (d) The parties agree and acknowledge that in any appraisal proceeding with respect to Dissenting Shares and to the fullest extent permitted by applicable Law, the fair value of the Dissenting Shares shall be determined in accordance with Section 262(h) of the DGCL without regard to the Top-Up Option, the Top-Up Option Shares or any consideration paid or delivered by MergerSub to the Company in payment for the Top-Up Option Shares.

Top-Up Option. (ai) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby grants to Merger Subsidiary Parent an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof irrevocable option (the “Top-Up Option”), to purchase from exercisable only upon the Company, up terms and subject to the conditions set forth herein, to purchase, at a price per share equal to the Offer Price, that number of authorized and unissued shares of Common Stock (the “Top-Up Option Shares, ”) equal to the lowest number of Shares shares of Common Stock that, when added to the number of Shares shares of Common Stock owned by Merger Subsidiary Parent and its subsidiaries and affiliates at the time of exercise of the Top-Up Optionsuch exercise, constitutes one Share shall constitute ten thousand (10,000) shares more than 90% of the Shares that would be shares of Common Stock then outstanding immediately (after giving effect to the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis (the Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Option Shares”). (b) The Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c), in whole or in part, only once, at any time during the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is ; provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Periodhowever, and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement to the contrary, (x) the Top-Up Option shall not be exercisable unless, (iA) immediately prior to such exercise, Merger Sub and Parent collectively hold Company Shares in excess of 80% of the extent Company Shares then outstanding and (B) immediately after such exercise and the issuance of shares of Common Stock pursuant thereto, the Short Form Threshold would be reached (assuming the issuance of the Top-Up Option Shares); (y) that in no event shall the Top-Up Option be exercisable for a number of Shares shares of Common stock in excess of the Company’s total authorized and unissued shares of Common Stock; and (z) in no event shall the Top-Up Option be exercisable for more than an aggregate number of shares of Common Stock that is equal to 19.9% of the shares of Common Stock issued and outstanding as of the date hereof (or such greater amount as may be issuable upon under Rule 4350(i) of the Nasdaq Marketplace Rules without the approval of the Company’s stockholders). Neither Parent nor Merger Sub may transfer the Top-Up Option to any other Person, other than a wholly-owned direct or indirect subsidiary of the Parent, without the prior written consent of the Company. (ii) Provided that no applicable law, rule, regulation, order, injunction or other legal impediment shall prohibit the exercise of the Top-Up Option would exceed or the number issuance of authorized but unissued and unreserved Sharesthe Top-Up Option Shares pursuant thereto, (ii) unless immediately following the or otherwise make such exercise of or issuance illegal, Parent may exercise the Top-Up Option, the number of shares of the Company Common Stock owned in the aggregate by Parent and Merger Subsidiary constitutes whole but not in part, at least any one share more than 90% of the number of shares of Company Common Stock that would be outstanding immediately time after the issuance Appointment Time and prior to the earlier to occur of all shares (i) the Effective Time and (ii) the termination of Company Common Stock subject to such exercise of the Top-Up Option, or (iii) unless the Minimum Condition shall have been satisfied. The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Subsidiary this Agreement pursuant to the Top-Up Option shall be determined by multiplying the number of such Shares by an amount equal to the price paid for each Share in the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary (A) in cash, (B) by executing and delivering to the Company a promissory note having a principal amount equal to the purchase price, or (C) any combination of the foregoing. Any such promissory note shall bear interest at the rate of 6% per annum, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payableSection 9.1. (ciii) In the event Merger Subsidiary Parent wishes to exercise the Top-Up Option, Merger Subsidiary Parent shall deliver send to the Company a written notice (a “Top-Up Exercise Notice,” the date of which notice is referred to herein as the “Top-Up NoticeNotice Date”) setting forth (i) specifying the number denominations of the certificate or certificates evidencing the Top-Up Option Shares that Merger Subsidiary intends which the Parent wishes to receive, and the place, time and date for the closing of the purchase and sale pursuant to the Top-Up Option and (ii) the place and time at which the closing of the purchase of such “Top-Up Shares by Merger Subsidiary is to take placeClosing”). The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary thatCompany shall, as promptly as practicable following such exercise after receipt of the Top-Up OptionExercise Notice, Merger Subsidiary intends deliver a written notice to the Parent confirming the number of Top-Up Option Shares and the aggregate purchase price therefore (and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05“Top-Up Notice Receipt”). At the closing of the purchase of the Top-Up SharesClosing, Parent and Merger Subsidiary shall cause to be delivered to pay the Company the consideration aggregate price required to be delivered in exchange paid for the Top-Up SharesOption Shares by wire transfer in an aggregate principal amount equal to the amount specified in the Top-Up Notice Receipt, and the Company shall cause to be issued to Merger Subsidiary Parent a certificate or certificates representing the Top-Up Shares or, at Parent’s Option Shares. Such certificates may include any legends that are required by federal or state securities laws. (iv) Parent and Merger Subsidiary’s request or otherwise if Sub understand that the Company does not then have certificated shares of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entry. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase Shares which Merger Sub may acquire upon exercise of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares. (d) Parent and Merger Subsidiary understand that the Top-Up Shares Option will not be registered under the 1933 Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offeringSection 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. Each of Parent and Merger Subsidiary representsSub represent and warrant to the Company that Merger Sub is, warrants and or will be upon the purchase of the Top-Up Option Shares, an Accredited Investor, as defined in Rule 501 of Regulation D promulgated under the Securities Act. Merger Sub agrees that the Top-Up Option is being, and the Top-Up Option Shares are being and will be, be acquired by Merger Subsidiary Sub for the purpose of investment and not with a view to or for resale in connection with any distribution thereof within the meaning of the 1933 Securities Act. Any certificates evidencing Top-Up Shares may include any legends required by applicable securities laws.

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c)this Section 2.3, the Company hereby grants to Merger Subsidiary Purchaser an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof option (the “Top-Up Option”) to purchase at a price per share of Company Common Stock equal to the Per Share Amount (the “Top-Up Share Price”), to purchase from a number (but not less than that number) of newly issued Shares (the Company, up to the number of authorized and unissued “Top-Up Option Shares, the number of Shares ”) that, when added to the number of Shares beneficially owned by Merger Subsidiary Parent at the time of exercise of the Top-Up Option, constitutes one Share more than 90% of the number of Shares that would will be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up OptionOption Shares, calculated on a fully-diluted basis (provided, that in no event will such number of Shares exceed the number of authorized and unissued Shares to be issued upon exercise not otherwise reserved for issuance for outstanding Company Stock Options or Company Restricted Share Units or other obligations of the Top-Up Option, the “Top-Up Shares”). (b) Company. The Top-Up Option may be exercised by Merger Subsidiary exercised, in whole but not in part, at any one time on or after the Acceptance Date and prior to the earliest to occur of (i) the Effective Time, (ii) the termination of this Agreement in accordance with Section 1.04(c)Article VIII, in whole or in part, only once, at any time during (iii) the 10 occurrence of the fifth Business Day period following the Acceptance Expiration Date, or if any Subsequent Offering Period is ; provided, during however, that the 10 Business Day period following the expiration date of such Subsequent Offering Period, and only if Merger Subsidiary shall own as of such time less than 90% obligation of the outstanding Shares; provided that notwithstanding anything in this Agreement Company to the contrary, the deliver Top-Up Option shall not be exercisable (i) to Shares upon the extent the number of Shares issuable upon exercise of the Top-Up Option would exceed is subject to the number conditions that (A) no provision of authorized but unissued any applicable law and unreserved Sharesno judgment, injunction, order or decree of any Governmental Authority prohibits such exercise, (iiB) unless immediately following at the time of exercise, Purchaser owns more than 50% of the Fully Diluted Shares but less than 90% of the Shares then-outstanding, (C) upon exercise of the Top-Up Option, the number of shares of the Company Common Stock owned in the aggregate Shares owned, directly or indirectly, by Parent and Merger Subsidiary or Purchaser constitutes at least one share more than 90% of the number of shares of Company Common Stock Shares that would will be outstanding immediately after the issuance of the Top-Up Option Shares, (D) the number of Top-Up Option Shares issued pursuant to the Top-Up Option may in no event exceed the number of authorized and unissued Shares not otherwise reserved for issuance for outstanding Company Stock Options or other obligations of the Company, and (E) Purchaser has accepted for payment and paid for all shares of Company Common Stock subject to such Shares validly tendered in the Offer and not validly withdrawn. (b) Upon the exercise of the Top-Up OptionOption in accordance with Section 2.3(a), Purchaser will notify the Company and set forth in such notice (i) the number of shares of Company Capital Stock expected to be owned, beneficially and of record, by Parent or Purchaser immediately preceding the purchase of the Top-Up Option Shares, (ii) a place and time for the closing of the purchase of the Top-Up Option Shares, and (iii) unless Purchaser’s agreement to (and Parent’s agreement to cause Purchaser to) consummate the Minimum Condition shall have been satisfiedMerger in accordance with the DGCL as contemplated by this Agreement as promptly as practicable following issuance of the Top-Up Option Shares. The Company will, as soon as practicable following receipt of such notice, notify Purchaser of the number of Shares then outstanding and the number of Top-Up Option Shares. At the closing of the purchase of the Top-Up Option Shares, Purchaser will pay the Company the aggregate purchase price required to be paid for the Top-Up Option Shares pursuant to this Section 2.3, and the Company will cause to be issued to Purchaser a Certificate representing the Top-Up Option Shares, which may include any legends required by applicable securities laws. At its election, Purchaser may pay the aggregate purchase price payable for the Top-Up Option Shares being purchased by Merger Subsidiary pursuant to the Top-Up Option shall be determined by multiplying the number of such Shares by an amount equal to the price paid for each Share in the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary either (A) in cash, cash by wire transfer of immediately available funds to an account designated by the Company or (B) by executing and delivering to the Company a promissory note in form mutually acceptable by Parent and the Company having a principal amount equal to the purchase price, or (C) any combination balance of the foregoing. Any such promissory note shall bear interest at the rate of 6% per annum, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payable. (c) In the event Merger Subsidiary wishes to exercise the Top-Up Option, Merger Subsidiary shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares that Merger Subsidiary intends to aggregate purchase pursuant to price for the Top-Up Option Shares and an interest rate equal to the per annum interest rate payable with respect to the revolver under the Company’s Credit Agreement with Bank of America dated February 21, 2007 (ii) as in effect on the place and time date hereof), which promissory note will be payable in full with accrued interest immediately at which the closing Effective Time. Each of the purchase Parties will use its commercially reasonable efforts to ensure that any issuance of such Top-Up Option Shares by Merger Subsidiary is to take placeaccomplished consistent with all applicable laws. The Top-Up Notice shall also include an undertaking signed by Parent Parties acknowledge and Merger Subsidiary agree that, as promptly as practicable following such in any appraisal proceeding related to this Agreement, the fair value of the shares of Company Capital Stock subject to the appraisal proceeding will be determined in accordance with the DGCL without regard to the exercise by Purchaser of the Top-Up Option, Merger Subsidiary intends to (and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 any shares of Delaware Law as contemplated by Section 9.05. At the closing of the purchase Company Common Stock issued upon exercise of the Top-Up Shares, Option or the promissory note referred to in this Section 2.3(b). (c) Parent and Merger Subsidiary shall cause to be delivered to Purchaser understand that the Company the consideration required to be delivered in exchange for the Top-Up Shares, and the Company shall cause to be issued to Merger Subsidiary a certificate representing the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entry. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase that Purchaser may acquire upon exercise of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares. (d) Parent and Merger Subsidiary understand that the Top-Up Shares Option will not be registered under the 1933 Act Securities Act, and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary representsPurchaser represent and warrant to the Company that Purchaser is, warrants and will be upon any exercise of the Top-Up Option, an “accredited investor” (as defined in Rule 501 of Regulation D promulgated under the Securities Act). Purchaser agrees that any Top-Up Option Shares to be acquired upon exercise of the Top-Up Option is being, and the Top-Up Shares will be, be acquired by Merger Subsidiary for the purpose of investment and not with a view to or for resale in connection with any distribution thereof within the meaning of the 1933 Securities Act. Any certificates evidencing . (d) In the event of any change in the number of shares of outstanding Company Common Stock by reason of any stock dividend, stock split, recapitalization, combination, exchange of shares, merger, consolidation, reorganization or the like or any other change in the corporate or capital structure of the Company that would have the effect of diluting Purchaser’s rights under the Top-Up Option, the number of Top-Up Option Shares may include any legends required by applicable securities lawsand the Top-Up Share Price will be adjusted appropriately so as to restore to Purchaser its rights hereunder with respect to the Top-Up Option as the same exists as of the date of this Agreement.

Top-Up Option. (aA) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby grants to Merger Subsidiary Purchaser an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof irrevocable option (the “"Top-Up Option”"), to purchase from exercisable only upon the Company, up terms and subject to the conditions set forth herein, to purchase, at a price per share equal to the Offer Price, that number of authorized and unissued Company Shares (the "Top-Up Option Shares, ") equal to the lesser of (x) the lowest number of Company Shares that, when added to the number of Company Shares owned by Merger Subsidiary Parent, Purchaser and their respective Subsidiaries and Affiliates at the time of exercise of the Top-Up Optionsuch exercise, constitutes one Share shall constitute ten thousand (10,000) shares more than 90% of the Company Shares that would be then outstanding immediately (after giving effect to the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis Option Shares) and (the y) an aggregate number of Company Shares that is equal to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (b) The Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c), in whole or in part, only once, at any time during the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Period, and only if Merger Subsidiary shall own as of such time less than 9019.9% of the Company Shares issued and outstanding Sharesas of the date hereof; provided provided, however, that notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable unless, (i) immediately prior to such exercise, Parent, Purchaser and their respective Subsidiaries and Affiliates own more than 80% of the extent Company Shares then outstanding and (ii) immediately after such exercise and the issuance of Company Shares pursuant thereto, Parent, Purchaser and their respective Subsidiaries and Affiliates own more than 90% of the Company Shares then outstanding; and provided, further, that in no event shall the Top-Up Option be exercisable for a number of Company Shares issuable upon in excess of the Company's total authorized and unissued Company Shares. (B) Provided that no applicable Legal Requirement shall prohibit the exercise of the Top-Up Option would exceed or the number of authorized but unissued and unreserved Shares, (ii) unless immediately following the exercise issuance of the Top-Up OptionOption Shares pursuant thereto, the number of shares of the Company Common Stock owned in the aggregate by Parent and Merger Subsidiary constitutes at least one share more than 90% of the number of shares of Company Common Stock that would be outstanding immediately after the issuance of all shares of Company Common Stock subject to or otherwise make such exercise of the Topor issuance illegal, Purchaser may exercise and re-Up Option, or (iii) unless the Minimum Condition shall have been satisfied. The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Subsidiary pursuant to exercise the Top-Up Option shall be determined by multiplying multiple times, in whole but not in part, at any time or times after the number of such Shares by an amount equal Acceptance Time and prior to the price paid for each Share in earlier to occur of (i) the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary Effective Time and (Aii) in cash, (B) by executing and delivering the termination of this Agreement pursuant to the Company a promissory note having a principal amount equal to the purchase price, or Section 7. (C) any combination of the foregoing. Any such promissory note shall bear interest at the rate of 6% per annum, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty; provided, however, Each time that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payable. (c) In the event Merger Subsidiary Purchaser wishes to exercise the Top-Up Option, Merger Subsidiary Purchaser shall deliver send to the Company a written notice (the “a "Top-Up Exercise Notice”") setting forth (i) specifying the number denominations of the certificate or certificates evidencing the Top-Up Option Shares that Merger Subsidiary intends which the Purchaser wishes to receive, and the place, time and date for the closing of the purchase and sale pursuant to the Top-Up Option and (ii) the place and time at which the closing of the purchase of such a "Top-Up Shares by Merger Subsidiary is to take placeClosing"). The Company shall, promptly after receipt of a Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary thatExercise Notice, as promptly as practicable following such exercise deliver a written notice to the Purchaser confirming the number of the Top-Up Option, Merger Subsidiary intends to (Option Shares and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05aggregate purchase price therefore. At the closing of the purchase of the each Top-Up SharesClosing, Parent and Merger Subsidiary Purchaser shall cause to be delivered to pay the Company the consideration aggregate price required to be delivered in exchange paid for the Top-Up SharesOption Shares issuable at such Top-Up Closing, by delivery of, at Purchaser's option, (A) immediately available funds by wire transfer to an account designated by the Company, (B) a promissory note, bearing simple interest at 5% per annum, and due six months after the Top-Up Closing, or (C) any combination thereof. At each Top-Up Closing, the Company shall cause to be issued to Merger Subsidiary Purchaser a certificate or certificates representing the Top-Up Option Shares or, issuable at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entry. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the such Top-Up Closing. Certificates representing Company Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance connection with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares. (d) Parent and Merger Subsidiary understand that the Top-Up Shares will not be registered under the 1933 Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary represents, warrants and agrees that the Top-Up Option is being, and the Top-Up Shares will be, acquired by Merger Subsidiary for the purpose of investment and not with a view to or for resale in connection with any distribution thereof within the meaning of the 1933 Act. Any certificates evidencing Top-Up Shares may include any legends that are required by applicable federal or state securities laws.

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby grants to Merger Subsidiary the Purchaser an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof irrevocable option (the “Top-Up Option”), exercisable once upon the terms and subject to the conditions set forth herein, to purchase from at the Company, up Offer Price an aggregate number of Shares (the “Top-Up Shares”) equal to the number of authorized and unissued Shares, the lowest number of Shares that, when added to the number of Shares owned by Merger Subsidiary Parent, Purchaser and their Affiliates at the time of exercise such exercise, shall constitute one Share more than the Short Form Threshold; provided, however, that in no event shall the Top-Up Option be exercisable for a number of Shares in excess of the number of authorized but unissued Shares as of immediately prior to the issuance of the Top-Up OptionShares (giving effect to Shares reserved for issuance under the Company Equity Plans as if such Shares were outstanding); provided further, constitutes one Share more than 90% of the Shares that would be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis Option shall terminate upon the earlier of: (x) the Shares to be issued upon exercise fifth (5th) Business Day after the later of (1) the Top-Up Option, Expiration Date and (2) the expiration of any “Top-Up Sharessubsequent offering period”); and (y) the termination of this Agreement in accordance with its terms. (b) The obligation of the Company to deliver Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c), in whole or in part, only once, at any time during Shares upon the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Period, and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable (i) to the extent the number of Shares issuable upon exercise of the Top-Up Option would exceed is subject to the number conditions that (i) no provision of authorized but unissued any applicable Law (other than the rules and unreserved Sharesregulations of the NYSE, which shall not apply for purposes of this Section 1.8) and no judgment, injunction, Order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, (ii) unless immediately following the upon exercise of the Top-Up Option, the number of shares of the Company Common Stock Shares owned in the aggregate by Parent Parent, Purchaser and Merger Subsidiary their Affiliates constitutes at least one share Share more than ninety percent (90% %) of the number of shares of Company Common Stock Shares that would shall be outstanding immediately after the issuance of the Top-Up Shares, and (iii) Purchaser has accepted for payment all shares Shares validly tendered in the Offer and not properly withdrawn. The parties shall cooperate to ensure that the issuance of Company Common Stock subject to such the Top-Up Shares is accomplished consistent with all applicable legal requirements of all Governmental Entities, including compliance with an applicable exemption from registration of the Top-Up Shares under the Securities Act. (c) To exercise of the Top-Up Option, or the Purchaser shall send to the Company a written notice (iiia “Top-Up Exercise Notice”) unless specifying (i) the Minimum Condition number of Shares that shall have been satisfiedbe owned by Parent, Purchaser and their Affiliates immediately preceding the purchase of the Top-Up Shares and (ii) the place, time and date for the closing of the purchase and sale of the Top-Up Shares (the “Top-Up Closing”). The Company shall, promptly after receipt of the Top-Up Exercise Notice, deliver a written notice to the Purchaser confirming the number of Top-Up Shares and the aggregate purchase price payable therefor (the “Top-Up Notice Receipt”). At the Top-Up Closing, the Purchaser shall pay the Company, in the manner set forth in Section 1.8(d) hereof, the aggregate price required to be paid for the Top-Up Shares, in an aggregate principal amount equal to that specified in the Top-Up Notice Receipt, and the Company shall cause to be issued and delivered to the Purchaser a certificate or certificates representing the Top-Up Shares or, at the Purchaser’s request or otherwise if the Company does not then have certificated Shares, the applicable number of Book-Entry Shares. Such certificates or Book-Entry Shares may include any legends that are required by applicable Law. (d) Purchaser may pay the Company the aggregate price required to be paid for the Top-Up Shares being purchased either (i) entirely in cash or (ii) at Purchaser’s election, by Merger Subsidiary pursuant (x) paying in cash an amount equal to not less than the aggregate par value of the Top-Up Option shall be determined by multiplying the number of such Shares by an amount equal to the price paid for each Share in the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary and (Ay) in cash, (B) by executing and delivering to the Company a promissory note having a principal amount equal to the purchase price, or (C) any combination balance of the foregoingaggregate purchase price pursuant to the Top-Up Option less the amount paid in cash pursuant to the preceding clause (x) (a “Promissory Note”). Any such promissory note Promissory Note shall be full recourse against Parent and the Purchaser and (i) shall bear interest at the rate of 62% per annum, (ii) shall mature on the first anniversary of the date of execution and delivery of such promissory note Promissory Note and (iii) may be prepaid prepaid, in whole or in part, without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payable. (ce) In Parent and Purchaser acknowledge that the event Merger Subsidiary wishes Shares which Purchaser may acquire upon exercise of the Top-Up Option shall not be registered under the Securities Act and shall be issued in reliance upon an exemption for transactions not involving a public offering. Parent and Purchaser represent and warrant to exercise the Company that Purchaser is, or shall be upon any purchase of Top-Up Shares, an “accredited investor”, as defined in Rule 501 of Regulation D under the Securities Act. Purchaser agrees that the Top-Up Option, Merger Subsidiary shall deliver to and the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares that Merger Subsidiary intends to purchase pursuant to the Top-Up Option and (ii) the place and time at which the closing of the purchase of such Top-Up Shares by Merger Subsidiary is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such be acquired upon exercise of the Top-Up Option, Merger Subsidiary intends to (if any, are being and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05. At the closing of the purchase of the Top-Up Shares, Parent and Merger Subsidiary shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up Shares, and the Company shall cause to be issued to Merger Subsidiary a certificate representing the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entry. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares. (d) Parent and Merger Subsidiary understand that the Top-Up Shares will not be registered under the 1933 Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary represents, warrants and agrees that the Top-Up Option is being, and the Top-Up Shares will be, acquired by Merger Subsidiary Purchaser for the purpose of investment and not with a view to to, or for resale in connection with with, any distribution thereof (within the meaning of the 1933 Securities Act. Any certificates evidencing Top-Up Shares may include any legends required by applicable securities laws).

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby grants to Merger Subsidiary Sub an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof irrevocable option (the “Top-Up Option”), ) to purchase from the Company, up to the that number of authorized and unissued Company Shares (the “Top-Up Option Shares, ”) equal to the lowest number of Company Shares that, when added to the number of Company Shares collectively owned by Parent or Merger Subsidiary Sub at the time of exercise exercise, shall constitute one Company Share more than ninety percent (90%) of the Company Shares then outstanding (determined on a fully diluted basis after giving effect to the issuance of the Top-Up OptionOption Shares), constitutes one Share more than 90% of the Shares that would be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on at a fully-diluted basis (the Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (b) The purchase price per Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c), in whole or in part, only once, at any time during the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Period, and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement Share equal to the contraryPer Share Amount. Notwithstanding the foregoing provisions of this Section 2.3(a), the Top-Up Option shall not be exercisable if (i) to the extent Minimum Condition shall have not been met or (ii) the aggregate number of (A) Company Shares issuable upon exercise of the Top-Up Option Option, plus (B) Company Shares then outstanding, plus (C) Company Shares issuable upon exercise of all options and other rights to purchase Company Shares, would exceed the number of authorized Company Shares. (b) Merger Sub may, at its election, exercise the Top-Up Option, in whole, but unissued not in part, at any one time after Merger Sub’s acceptance for payment of Company Shares pursuant to the Offer and unreserved Shares, prior to the earlier of (i) the Effective Time and (ii) the termination of this Agreement. (c) If Merger Sub wishes to exercise the Top-Up Option, Merger Sub shall send to the Company a written notice (a “Top-Up Exercise Notice”) specifying the place for the closing of the purchase of the Top-Up Option Shares (the “Top-Up Closing”) and a date not earlier than one (1) Business Day nor later than ten (10) Business Days after the date of the Top-Up Exercise Notice for the Top-Up Closing. The Company shall, promptly after receipt of the Top-Up Exercise Notice, deliver a written notice to Parent or Merger Sub confirming (i) the number of Company Shares then outstanding on a fully diluted basis, and (ii) the number of Top-Up Option Shares and the aggregate purchase price therefor. (d) At the Top-Up Closing, subject to the terms and conditions of this Agreement: (i) the Company shall deliver to Merger Sub a certificate or certificates evidencing the applicable number of Top-Up Option Shares; provided, however, that the obligation of the Company to deliver Top-Up Option Shares upon the exercise of the Top-Up Option is subject to the conditions that (A) no provision of any applicable Law shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect of any such exercise and (B) the Top-Up Option shall not be exercisable if the issuance of the Top-Up Option Shares would result in the issuance of Company Shares equal to or greater than 19.9% of the Company Shares issued and outstanding immediately prior to the Execution Date unless immediately Parent and Merger Sub certify to the Company in writing that within three (3) Business Days following the exercise of the Top-Up Option, Parent and Merger Sub shall consummate the number of shares Merger in a short-form merger without a meeting of the Company Common Stock owned in the aggregate by Parent and Merger Subsidiary constitutes at least one share more than 90% of the number of shares of Company Common Stock that would be outstanding immediately after the issuance of all shares of Company Common Stock subject to such exercise of the Top-Up Option, or (iii) unless the Minimum Condition shall have been satisfied. The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Subsidiary pursuant to the Top-Up Option shall be determined by multiplying the number of such Shares by an amount equal to the price paid for each Share in the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary (A) in cash, (B) by executing and delivering to the Company a promissory note having a principal amount equal to the purchase price, or (C) any combination of the foregoing. Any such promissory note shall bear interest at the rate of 6% per annum, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payable. (c) In the event Merger Subsidiary wishes to exercise the Top-Up Option, Merger Subsidiary shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares that Merger Subsidiary intends to purchase pursuant to the Top-Up Option and (ii) the place and time at which the closing of the purchase of such Top-Up Shares by Merger Subsidiary is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such exercise of the Top-Up Option, Merger Subsidiary intends to (and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger shareholders in accordance with Section 253 of Delaware Law as contemplated by Section 9.05. At the closing of the purchase of DGCL (in which case, the Top-Up Shares, Parent Option may be exercised without regard to this subsection B); and (ii) Merger Subsidiary Sub shall cause to be delivered to purchase each Top-Up Option Share from the Company at the consideration required to be delivered in exchange Per Share Amount. Payment by Merger Sub of the purchase price for the Top-Up SharesOption Shares may be made by delivery of immediately available funds by wire transfer to an account designated by the Company, a six-month full recourse promissory note bearing interest at the six-month LIBOR rate then in effect, or any combination of such wire transfer funds and the Company shall cause to be issued to Merger Subsidiary a certificate representing the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entrypromissory note. The parties hereto agree Parties shall cooperate to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to occur on the same day ensure that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up SharesOption Shares is accomplished consistent with all applicable legal requirements, including all federal securities laws. (de) Parent and Upon the delivery by Merger Subsidiary understand that Sub to the Company of the Top-Up Shares will not Exercise Notice, and the tender of the consideration described in Section 2.3(d), the Company shall use its reasonable best efforts to cause Merger Sub to be registered under the 1933 Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each holder of Parent and Merger Subsidiary represents, warrants and agrees that record of the Top-Up Option is beingShares issuable upon that exercise, and notwithstanding that the stock transfer books of the Company may then be closed or that certificates representing those Top-Up Option Shares will be, acquired by may not then be actually delivered to Merger Subsidiary for Sub or the purpose of investment and not with a view Company may have failed or refused to or for resale designate the account described in connection with any distribution thereof within the meaning of the 1933 Act. Any certificates Section 2.3(d). (f) Certificates evidencing Top-Up Option Shares may delivered hereunder shall include any legends legally required by applicable securities laws.

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby grants to Merger Subsidiary Sub an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof irrevocable option (the “Top-Up Option”), ) to purchase from the Company, up to the that number of authorized and unissued Company Shares (the “Top-Up Option Shares, ”) equal to the lowest number of Company Shares that, when added to the number of Company Shares collectively owned by Parent or Merger Subsidiary Sub at the time of exercise exercise, shall constitute one Company Share more than ninety percent (90%) of the Company Shares then outstanding (determined on a fully diluted basis after giving effect to the issuance of the Top-Up OptionOption Shares), constitutes one Share more than 90% of the Shares that would be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on at a fully-diluted basis (the Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (b) The purchase price per Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c), in whole or in part, only once, at any time during the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Period, and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement Share equal to the contraryPer Share Amount. Notwithstanding the foregoing provisions of this Section 2.3(a), the Top-Up Option shall not be exercisable if the aggregate number of (i) to the extent the number of Company Shares issuable upon exercise of the Top-Up Option Option, plus (ii) Company Shares then outstanding, plus (iii) Company Shares issuable upon exercise of all options and other rights to purchase Company Shares, would exceed the number of authorized but unissued and unreserved Company Shares. (b) Merger Sub may, (ii) unless immediately following the at its election, exercise of the Top-Up Option, the number of shares of the Company Common Stock owned in the aggregate by Parent and whole, but not in part, at any one time after Merger Subsidiary constitutes at least one share more than 90% of the number of shares Sub’s acceptance for payment of Company Common Stock that would be outstanding immediately after the issuance of all shares of Company Common Stock subject to such exercise of the Top-Up Option, or (iii) unless the Minimum Condition shall have been satisfied. The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Subsidiary pursuant to the Top-Up Option shall be determined by multiplying the number of such Shares by an amount equal Offer and prior to the price paid for each Share in earlier of (i) the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary Effective Time and (Aii) in cash, (B) by executing and delivering to the Company a promissory note having a principal amount equal to the purchase price, or (C) any combination termination of the foregoing. Any such promissory note shall bear interest at the rate of 6% per annum, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payablethis Agreement. (c) In the event If Merger Subsidiary Sub wishes to exercise the Top-Up Option, Merger Subsidiary Sub shall deliver send to the Company a written notice (a “Top-Up Exercise Notice”) specifying the place for the closing of the purchase the Top-Up Option Shares (the “Top-Up NoticeClosing”) setting forth and a date not earlier than one (1) Business Day nor later than ten (10) Business Days after the date of the Top-Up Exercise Notice for the Top-Up Closing. The Company shall, promptly after receipt of the Top-Up Exercise Notice, deliver a written notice to Parent or Merger Sub confirming (i) the number of Company Shares then outstanding on a fully diluted basis, and (ii) the number of Top-Up Option Shares that Merger Subsidiary intends to and the aggregate purchase pursuant to price therefor. (d) At the Top-Up Option Closing, subject to the terms and conditions of this Agreement: (iii) the place and time at which Company shall deliver to Merger Sub a certificate or certificates evidencing the closing applicable number of the purchase of such Top-Up Shares by Merger Subsidiary is Option Shares; provided, however, that the obligation of the Company to take place. The deliver Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such Option Shares upon the exercise of the Top-Up Option, Merger Subsidiary intends Option is subject to the conditions that (and Merger Subsidiary shall, and Parent A) no provision of any applicable Law shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate prohibit the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05. At the closing of the purchase exercise of the Top-Up Shares, Parent Option or the delivery of the Top-Up Option Shares in respect of any such exercise and (B) in no event shall the Top-Up Option Shares equal or exceed the percentage of the outstanding Company Common Stock as of the Execution Date that would require stockholder approval under applicable Law or Nasdaq rules; and (ii) Merger Subsidiary Sub shall cause to be delivered to purchase each Top-Up Option Share from the Company at the consideration required to be delivered in exchange Per Share Amount. Payment by Merger Sub of the purchase price for the Top-Up SharesOption Shares may be made by delivery of immediately available funds by wire transfer to an account designated by the Company, a six-month promissory note bearing interest at the six-month LIBOR rate then in effect, or any combination of such wire transfer funds and the Company shall cause to be issued to Merger Subsidiary a certificate representing the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entrypromissory note. The parties hereto agree Parties shall cooperate to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to occur on the same day ensure that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up SharesOption Shares is accomplished consistent with all applicable legal requirements, including all federal securities laws. (de) Parent and Upon the delivery by Merger Subsidiary understand that Sub to the Company of the Top-Up Shares will not Exercise Notice, and the tender of the consideration described in Section 2.3(d), Merger Sub shall be registered under deemed to be the 1933 Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each holder of Parent and Merger Subsidiary represents, warrants and agrees that record of the Top-Up Option is beingShares issuable upon that exercise, and notwithstanding that the stock transfer books of the Company shall then be closed or that certificates representing those Top-Up Option Shares will be, acquired by shall not then be actually delivered to Merger Subsidiary for Sub or the purpose of investment and not with a view Company shall have failed or refused to or for resale designate the account described in connection with any distribution thereof within the meaning of the 1933 Act. Any certificates Section 2.3(d). (f) Certificates evidencing Top-Up Option Shares may delivered hereunder shall include any legends legally required by applicable securities laws.

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby grants to Parent and Merger Subsidiary Sub an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 2.05, to purchase from the Company, up to Company the number of authorized newly-issued, fully-paid and unissued non-assessable Shares (the “Top-Up Shares, ”) equal to the lesser of: (i) the number of Shares that, when added to the number of Shares owned by Parent or Merger Subsidiary at Sub immediately prior to the time of exercise of the Top-Up Option, constitutes at least one (1) Share more than 90% of the Shares that would be outstanding Adjusted Outstanding Share Number immediately after the issuance of all the Top-Up Shares; or (ii) the aggregate number of Shares that the Company is authorized to issue under its certificate of incorporation but that are not issued and outstanding (and are not subscribed for or otherwise committed to be issued upon or reserved for issuance) immediately prior to the exercise of the Top-Up Option, calculated on a fully-diluted basis (the Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (b) The Top-Up Option may shall be exercised by Parent or Merger Subsidiary in accordance with Section 1.04(c)Sub, in whole or in part, only oncewhole, at any time during or as soon as practicable after the 10 Business Day period Acceptance Time, if: (i) the number of Shares owned by Parent or Merger Sub immediately following the Acceptance Date, or if any Subsequent Offering Period is provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Period, and only if Merger Subsidiary shall own as of such time less Time does not constitute at least one (1) share more than 90% of the outstanding SharesAdjusted Outstanding Share Number; provided that notwithstanding anything in this Agreement to and (ii) the contrary, the Top-Up Option shall not be exercisable (i) to the extent the number of Shares issuable upon exercise of the Top-Up Option in accordance with this Section 2.05 would exceed the number of authorized but unissued and unreserved Shares, (ii) unless immediately following the exercise of the Top-Up Option, the number of shares of the Company Common Stock owned in the aggregate by Parent and Merger Subsidiary constitutes at least one share more than 90% of the number of shares of Company Common Stock that would be outstanding immediately after the issuance of all shares of Company Common Stock subject to such exercise of the Top-Up Option, or (iii) unless the Minimum Condition shall have been satisfiednot violate any applicable Law. The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Subsidiary pursuant to the Top-Up Option shall be determined by multiplying the number of such Top-Up Shares by the Cash Consideration. The purchase price for the Top-Up Shares may be paid by Parent or Merger Sub, at its option either: (1) in cash, by wire transfer of immediately available funds; or (2) by: (x) paying in cash, by wire transfer of immediately available funds, an amount equal to the price paid for each Share in aggregate par value of the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary Top-Up Shares; and (Ay) in cash, (B) by executing and delivering to the Company a full recourse promissory note having a principal amount equal to the aggregate purchase price, or price for the Top-Up Shares minus the amount paid in cash pursuant to the preceding clause (Cx) any combination of (the foregoing“Promissory Note”). Any such promissory note The Promissory Note: (I) shall bear interest at the rate of 6% per annum, shall mature be due on the first anniversary of the date of execution and delivery thereof; (II) shall bear simple interest at the rate per annum equal to the “prime rate” (as reported by Bloomberg L.P. on the date of such promissory note execution and delivery of the Promissory Note), payable in arrears at maturity; (III) shall be full recourse against Parent or Merger Sub, as applicable; (IV) may be prepaid prepaid, in whole or in part, at any time without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder (V) shall immediately become due and payablehave no other material terms. (c) In the event Parent or Merger Subsidiary wishes to exercise Sub exercises the Top-Up Option, Parent or Merger Subsidiary Sub shall deliver to the Company a notice (the “Top-Up Notice”) setting forth forth: (i) the number of Top-Up Shares that Merger Subsidiary it intends to purchase pursuant to the Top-Up Option Option; (ii) the manner in which Parent or Merger Sub intends to pay the applicable exercise price; and (iiiii) the place and time at which the closing of the purchase of such the Top-Up Shares by Merger Subsidiary is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary thatCompany shall, as promptly soon as practicable following receipt of such exercise notice, notify Merger Sub of the Top-Up Option, Merger Subsidiary intends to (number of Shares then outstanding and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05Adjusted Outstanding Share Number. At the closing of the purchase of the Top-Up Shares, Parent and or Merger Subsidiary Sub shall cause to be delivered to the Company the consideration required to be delivered in exchange purchase price for the Top-Up Shares, and the Company shall cause to be issued to Parent or Merger Subsidiary a certificate representing the Sub, as applicable, Top-Up Shares or, at Parent’s in certificated or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entryentry form. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase Parent and Merger Sub acknowledge that any Top-Up Shares issued upon exercise of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares. (d) Parent and Merger Subsidiary understand that the Top-Up Shares Option will not be registered under the 1933 Securities Act and that all such Top-Up Shares will be issued in reliance upon an applicable exemption thereunder for transactions not involving a public offeringfrom registration under the Securities Act. Each of Parent and Merger Subsidiary representsSub hereby represents and warrants to the Company that it is, warrants and agrees will be, upon the purchase of any Top-Up Shares, an “accredited investor,” as defined in Rule 501 of Regulation D under the Securities Act, and that the Top-Up Option is being, and Shares to be acquired upon exercise of the Top-Up Shares Option are being and will be, be acquired by Merger Subsidiary for the purpose of investment and not with a view to to, or for resale in connection with with, any distribution thereof within thereof. (d) The Parties agree that any dilutive impact on the meaning value of the 1933 Act. Any certificates evidencing Shares as a result of the existence or exercise of the Top-Up Option or the issuance of the Top-Up Shares, and any effect of the Promissory Note, will not be taken into account in any determination of the fair value of any Appraisal Shares pursuant to Section 262 of the DGCL as contemplated by Section 3.07. (e) Without the prior written consent of the Company, the right to exercise the Top-Up Option granted pursuant to this Agreement may include any legends required by applicable securities lawsbe exercised only once and may not be assigned. Any attempted assignment in violation of this Section 2.05(e) shall be null and void.

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby grants to Merger Subsidiary Sub an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.04, to purchase from at a price per share equal to the Company, Offer Price paid in the Offer up to the that number of authorized newly issued, fully paid and unissued nonassessable shares of Company Common Stock (the “Top-Up Shares, ”) equal to the lowest number of Shares shares of Company Common Stock that, when added to the number of Shares shares of Company Common Stock owned by Parent and its Subsidiaries (including Merger Subsidiary Sub) at the time of exercise of the Top-Up Option, constitutes shall constitute one Share share more than ninety percent (90% %) of the Shares that would be total number of shares of Company Common Stock outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up OptionShares, calculated on a fully-fully diluted basis (which assumes the Shares to be issued upon conversion or exercise of all Company Stock Options and other derivative securities and the Top-Up Optionvesting and/or exercise of all other Company Stock Awards, in each case, regardless of the conversion or exercise price, the “Top-Up Shares”vesting schedule or other terms and conditions thereof). (b) The Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c), in whole or in part, only once, at any time during the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is ; provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Periodhowever, and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement to the contrary, (i) the Top-Up Option shall not be exercisable (i) to the extent the for a number of Shares issuable upon shares of Company Common Stock in excess of the shares of Company Common Stock authorized and unissued of the Company at the time of exercise of the Top-Up Option would exceed (giving effect to the number shares of authorized but unissued Company Common Stock issuable pursuant to all then-outstanding Company Stock Options, Company Stock Awards and/or other share options, restricted stock units and unreserved Shares, any other rights to acquire Company Common Stock as if such shares were outstanding); (ii) unless immediately following the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order and (iii) the Company has no obligation to issue shares under the Top-Up Option unless a majority of the shares of Company Common Stock then outstanding have been tendered and not withdrawn from the Offer. Upon Parent’s request, the Company shall use its best efforts to cause its transfer agent to certify in writing to Parent the number of shares of Company Common Stock outstanding as of immediately prior to the exercise of the Top-Up Option and after giving effect to the issuance of the Top-Up Shares. The parties shall cooperate to ensure that the issuance of the Top-Up Shares is accomplished consistent with applicable Law (other than any Law that requires shareholder approval for the issuance of the Top-Up Shares). The Top-Up Option shall be exercisable only once, in whole but not in part, at any time following the Offer Closing and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. (b) In the event Merger Sub wishes to exercise the Top-Up Option, Merger Sub shall deliver to the Company: (x) at least three Business Days’ prior written notice of its intention to do so and (y) as promptly as such information is available thereafter, but in any event no later than the Offer Closing Date, an additional written notice specifying (i) the number of shares of the Company Common Stock owned in the aggregate by Parent and its Subsidiaries (including Merger Subsidiary constitutes Sub) at least one share more the time of such notice (giving effect to the Offer Closing) and (ii) a place and a time for the closing of such purchase, which shall occur on the Offer Closing Date simultaneously with the consummation of the Offer (unless otherwise mutually agreed in writing by the parties). The Company shall, as soon as possible following receipt of such notice (and in any event no later than 90% the consummation of the Offer), deliver written notice to Merger Sub specifying, based on the information provided by Merger Sub in its notice, the number of shares of Company Common Stock that would be outstanding immediately after the issuance of all shares of Company Common Stock subject to such exercise of the Top-Up OptionShares to be purchased by Merger Sub. At the closing of the purchase of Top-Up Shares, or (iii) unless the Minimum Condition shall have been satisfied. The aggregate purchase price payable owed by Merger Sub to the Company for the Top-Up Shares being purchased by Merger Subsidiary pursuant shall be paid to the Top-Up Option shall be determined Company by multiplying the number of such Shares by an amount equal to the price paid for each Share in the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary (A) in cash, (B) by executing and delivering issuing to the Company a promissory note having a principal amount equal to the aggregate purchase price, or price pursuant to the Top-Up Option (Cthe “Promissory Note”). The Promissory Note (1) any combination of the foregoing. Any such promissory note shall bear simple interest at the a rate of 6% five percent (5.0%) per annum, payable in arrears at maturity, (2) shall mature on the first anniversary of the date of execution of the Promissory Note, (3) shall be full recourse to Parent and delivery of such promissory note and Merger Sub, (4) may be prepaid prepaid, at any time, in whole or in part, without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payable. (c) In the event Merger Subsidiary wishes to exercise the Top-Up Option, Merger Subsidiary shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares that Merger Subsidiary intends to purchase pursuant to the Top-Up Option and (ii5) the place and time at which the closing of the purchase of such Top-Up Shares by Merger Subsidiary is to take placeshall have no other material terms. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such exercise of the Top-Up Option, Merger Subsidiary intends to (and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05. At the closing of the purchase of the Top-Up Shares, Parent and Merger Subsidiary shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up Shares, and the Company shall cause to be issued to Merger Subsidiary Sub a certificate representing the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common StockShares, the applicable number of nonBook-certificated Entry Shares. Such certificates or Book-Entry Shares may include any legends that are required by federal or state securities Laws. (c) Parent and Merger Sub acknowledge that no Top-Up Shares issued upon exercise of the Top-Up Option will be registered under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”), and that all such shares will be issued in reliance upon an applicable exemption from registration under the Securities Act. Each of Parent and Merger Sub hereby represents and warrants to the Company Common Stock represented by book-entry. The parties hereto agree to use their reasonable best efforts to cause the closing of that Merger Sub is, and will be, upon the purchase of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01Shares, and if not so consummated on such day, an “accredited investor,” as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated defined in accordance with Section 253 Rule 501 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares. (d) Parent and Merger Subsidiary understand that the Top-Up Shares will not be registered Regulation D under the 1933 Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offeringSecurities Act. Each of Parent and Merger Subsidiary represents, warrants and Sub agrees that the Top-Up Option is being, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will be, be acquired by Merger Subsidiary Sub for the purpose of investment and not with a view to to, or for resale in connection with with, any distribution thereof (within the meaning of the 1933 Securities Act. ). (d) Any certificates evidencing dilutive impact on the value of the shares of Company Common Stock as a result of the issuance of the Top-Up Shares may include will not be taken into account in any legends required by applicable securities lawsdetermination of the fair value of any Dissenting Shares pursuant to Chapter 302A.471 of the MBCA.

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby grants to Merger Subsidiary Sub an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof irrevocable option (the “Top-Up Option”)) to purchase, to purchase from the Company, up at a price per share equal to the Offer Price, that number of authorized and unissued shares of Company Common Stock (the “Top-Up Option Shares, ”) equal to the lowest number of Shares shares of Company Common Stock that, when added to the number of Shares shares of Company Common Stock owned by Parent and/or Merger Subsidiary Sub at the time of exercise such exercise, shall constitute 100 shares of Company Common Stock more than the number of shares of Company Common Stock necessary for Merger Sub to be merged into the Company without a vote or consent of the Top-Up Option, constitutes one Share more than 90% of the Shares that would be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis (the Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (b) The Top-Up Option may be exercised by Merger Subsidiary Company’s stockholders in accordance with Section 1.04(c), in whole or in part, only once, at any time during 253 of the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is DGCL; provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Periodhowever, and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable (i) to the extent the number of Shares issuable upon exercise of the Top-Up Option would exceed the number of authorized but unissued and unreserved Shares, (ii) unless immediately following after such exercise and the exercise of the Top-Up Option, the number issuance of shares of the Company Common Stock owned in the aggregate by Parent and pursuant thereto, Merger Subsidiary constitutes at least one share Sub would own more than 90% of the number of shares of Company Common Stock that would necessary for Merger Sub to be outstanding immediately after merged into the Company without a vote or consent of the Company’s stockholders in accordance with Section 253 of the DGCL (assuming the issuance of all the Top-Up Option Shares) and (ii) for a number of shares of Company Common Stock subject in excess of the number of then authorized and unissued shares together with shares of Company Common Stock held as treasury shares. For the avoidance of doubt, nothing herein shall be construed or is intended to such obligate Merger Sub to exercise of the Top-Up Option. (b) Merger Sub may exercise the Top-Up Option, or in whole but not in part, at any one time after the Acceptance Time and prior to the earlier to occur of (iiii) unless the Minimum Condition shall have been satisfied. Effective Time and (ii) the termination of this Agreement pursuant to Article X. The aggregate purchase price payable for the Top-Up Option Shares being purchased by Merger Subsidiary Sub pursuant to the Top-Up Option shall may be determined paid by multiplying the number of such Shares Merger Sub, at its election, either (A) entirely in cash or (B) by paying in cash in an amount equal to the price paid for each Share in aggregate par value of the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary (A) in cash, (B) by purchased Top-Up Option Shares and executing and delivering to the Company a an unsecured promissory note issued by Merger Sub having a principal amount equal to the remainder of such purchase price, or (C) any combination of the foregoing. Any such The promissory note shall be full recourse against Parent and Merger Sub, shall bear interest at the a rate of 65% per annum, shall mature on the first anniversary of the date of execution and delivery of such the promissory note note, and may be prepaid in whole or in part at any time without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payablehave no other material terms. (c) In the event Merger Subsidiary Sub wishes to exercise the Top-Up Option, Merger Subsidiary Sub shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of shares of Company Common Stock owned by Parent and its Subsidiaries, (ii) the number of Top-Up Option Shares that Merger Subsidiary Sub intends to purchase pursuant to the Top-Up Option Option, (iii) the manner in which Merger Sub intends to pay the applicable purchase price and (iiiv) the place and time at which the closing of the purchase of such Top-Up Option Shares by Merger Subsidiary Sub is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such exercise of the Top-Up Option, Merger Subsidiary intends to (and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05. At the closing of the purchase of the Top-Up Option Shares, Parent and Merger Subsidiary Sub shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up SharesOption Shares being purchased pursuant to the Top-Up Option, and the Company shall cause to be issued to Merger Subsidiary Sub a certificate representing the such Top-Up Option Shares orand upon request of Parent, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common Stock, will use its reasonable best efforts to cause its transfer agent to certify in writing the applicable number of non-certificated shares of Company Common Stock represented by bookoutstanding immediately prior to issuance of the Top-entryUp Option Shares. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the such Top-Up Option Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.0111.2, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law the DGCL and as contemplated by Section 9.05 8.3(e) as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares. (d) Parent and Merger Subsidiary Sub understand that the shares of Company Common Stock which Merger Sub may acquire upon exercise of the Top-Up Shares Option will not be registered under the 1933 Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary representsSub represent and warrant to the Company that Merger Sub is, warrants and or will be upon the purchase of the Top-Up Option Shares, an “accredited investor,” as defined in Rule 501 of Regulation D under the Securities Act. Merger Sub agrees that the Top-Up Option is being, and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will be, be acquired by Merger Subsidiary Sub for the purpose of investment and not with a view to or for resale in connection with any distribution thereof within the meaning of the 1933 Securities Act. Any certificates evidencing Top-Up Option Shares may shall include any legends required by applicable securities lawsLaws.

Top-Up Option. (a) Subject to Sections 1.04(b(a) and 1.04(c), the The Company grants to Parent and Merger Subsidiary Sub an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof irrevocable option (the “Top-Up Option”), exercisable only upon the terms and subject to the conditions set forth in this Agreement, to purchase from the Company, up Company an aggregate number of newly-issued Shares equal to the number lesser of authorized and unissued Shares, (i) the number of Shares that, when added to the number of Shares owned by Parent or Merger Subsidiary Sub or any other Subsidiaries of Parent at the time of exercise of the Top-Up Option, constitutes one Share share more than 90% of the sum of the Adjusted Outstanding Share Number plus such additional Shares that would be outstanding immediately after the issuance of all Shares subject to the Top-Up Option and (ii) the aggregate number of shares of Company Common Stock that the Company is authorized to issue under its Restated Certificate of Incorporation but that are not issued and outstanding (and are not subscribed for or otherwise committed to be issued under the Equity Compensation Plans, upon conversion of the Convertible Notes or otherwise) at the time of exercise of the Top-Up Option, calculated on a fully-diluted basis (the Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (b) The Top-Up Option may be exercised by Parent or Merger Subsidiary in accordance with Section 1.04(c)Sub, in whole or but not in part, only once, at any time during the 10 Business Day period following at or after the Acceptance Date, or if any Subsequent Offering Period is provided, during the 10 Business Day period following the expiration date of such Subsequent Offering PeriodTime, and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable (i) to the extent the number of Shares issuable upon no exercise of the Top-Up Option would exceed shall be effective prior to the number of authorized but unissued and unreserved Shares, (ii) unless immediately following the exercise of Acceptance Time; provided that the Top-Up Option, Option shall terminate upon the number earlier of shares of (i) the Company Common Stock owned in the aggregate by Parent and Merger Subsidiary constitutes at least one share more than 90% of the number of shares of Company Common Stock that would be outstanding immediately fifth (5th) Business Day after the issuance later of all shares (x) the Acceptance Time and (y) the expiration of Company Common Stock subject to such exercise any “subsequent offering period”; and (ii) the termination of the Top-Up Option, or (iii) unless the Minimum Condition shall have been satisfiedthis Agreement in accordance with its terms. The aggregate purchase price payable for the Top-Up Shares being purchased by Parent or Merger Subsidiary Sub pursuant to the Top-Up Option shall be determined by multiplying the number of such Shares by an amount equal to the price paid for each Share in the Offer, without interest. Such purchase price Offer Price and shall be payable by Merger Subsidiary (A) payable, at Parent’s election, in cash, (B) cash or by executing and delivering to the Company a promissory note having a principal amount equal to the aggregate purchase priceprice to be paid pursuant to the Top-Up Option (the “Promissory Note”), or (C) by any combination of the foregoingthereof. Any such promissory note Promissory Note shall be full recourse against Parent and Merger Sub and (i) shall bear interest at the rate of 65% per annum, (ii) shall mature on the first six month anniversary of the date of execution and delivery of such promissory note Promissory Note and (iii) may be prepaid prepaid, in whole or in part, without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payable. (c) The obligation of the Company to deliver Shares upon exercise of the Top-Up Option is subject to the conditions that (i) no Order shall prohibit the exercise of the Top-Up Option or the delivery of the Shares pursuant to the Top-Up Option in respect of such exercise, (ii) upon exercise of the Top-Up Option, the number of Shares held of record by Parent, Holding and Merger Sub constitutes at least one (1) share more than ninety percent (90%) of the number of Shares that shall be outstanding immediately after the issuance of the Shares pursuant to the Top-Up Option, and (iii) Merger Sub has accepted for payment all Shares validly tendered in the Offer and not properly withdrawn. (d) In the event Parent or Merger Subsidiary Sub wishes to exercise the Top-Up Option, Parent or Merger Subsidiary Sub shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares that Parent or Merger Subsidiary intends to Sub hold of record immediately preceding the purchase of Shares pursuant to the Top-Up Option Option, and (ii) the place place, date and time at which the closing of the purchase of such Top-Up Shares by Parent or Merger Subsidiary Sub is to take place. The Top-Up Notice place (which shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable not be more than five (5) Business Days following the date of such exercise of the Top-Up Option, Merger Subsidiary intends to (and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05notice). At the closing of the purchase of the Top-Up such Shares, Parent and or Merger Subsidiary Sub shall cause to be delivered to the Company the consideration (in cash or by Promissory Note in accordance with Section 1.4(b)) required to be delivered in exchange for the Top-Up such Shares, and the Company shall cause to be issued to Parent or Merger Subsidiary Sub (as the case may be) a certificate representing the Top-Up such Shares or, at Parent’s Parent or Merger SubsidiarySub’s request or otherwise if the Company does not then have certificated shares of Company Common StockShares, the applicable number of non-certificated shares of Company Common Stock uncertificated Shares represented by book-entry. The parties hereto agree . (e) Parent and Merger Sub acknowledge that the Shares acquired by Merger Sub pursuant to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares. (d) Parent and Merger Subsidiary understand that the Top-Up Shares Option will not be registered under the 1933 Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary represents, warrants Sub represent and warrant to the Company that Merger Sub will be upon the purchase of the Shares pursuant to the Top-Up Option an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act. Merger Sub agrees that the Top-Up Option is being, and the Shares to be acquired upon exercise of the Top-Up Shares Option are being and will be, be acquired by Merger Subsidiary Sub for the purpose of investment and not with a view to to, or for resale in connection with with, any distribution thereof (within the meaning of the 1933 Securities Act). Any certificates evidencing the Shares acquired pursuant to the Top-Up Shares may Option shall include any legends required by applicable securities laws.

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby grants to Merger Subsidiary Parent and Acquisition Co. an option, for so long as this Agreement has not been terminated pursuant irrevocable option which may be assigned by Parent to the provisions hereof another wholly owned subsidiary of Parent (the “Top-Up Option”), exercisable once upon the terms and subject to the conditions set forth herein, to purchase from at the Company, up Per-Share Amount an aggregate number of shares of Company Common Stock (the “Top-Up Shares”) equal to the lowest number of authorized and unissued Shares, the number shares of Shares Company Common Stock that, when added to the number of Shares shares Company Common Stock owned by Merger Subsidiary Parent and its subsidiaries at the time of exercise such exercise, shall constitute one (1) share more than ninety percent (90%) of the Fully Diluted Number of Company Shares (after giving effect to the issuance of the Top-Up OptionShares); provided, constitutes one Share more than 90% however, that in no event shall the Top-Up Option be exercisable for a number of Shares in excess of the Shares that would be outstanding number of the authorized but unissued shares of Company Common Stock as of immediately after prior to the issuance of all Shares to be issued upon exercise of the Top-Up OptionShares; provided, calculated on further, that the Parent and Acquisition Co. shall not exercise the Top-UP Option for a fully-diluted basis (number of shares which exceeds the Shares to maximum number of shares that may be issued upon exercise of pursuant to WVBCA § 31D-6-621 without shareholder approval; provided, further, that the Top-Up OptionOption shall terminate upon the earlier of: (x) the fifth (5th) Business Day (as such term is defined in Rule 14d-1(g)(3) of the Exchange Act, "Business Day") after the later of (1) the expiration date of the Offer and (2) the expiration of any “Top-Up Sharessubsequent offering period”); and (y) the termination of this Agreement in accordance with its terms. (b) The obligation of the Company to deliver Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c), in whole or in part, only once, at any time during Shares upon the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Period, and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable (i) to the extent the number of Shares issuable upon exercise of the Top-Up Option would exceed is subject to the number conditions that (i) no provision of authorized but unissued any applicable Law (other than the applicable listing and unreserved Sharescorporate governance rules and regulations of the Nasdaq Stock Market), (ii) unless immediately following and no judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option, Option or the number delivery of the Top-Up Shares in respect of such exercise and (ii) Acquisition Co. has accepted for payment all shares of the Company Common Stock owned validly tendered in the aggregate by Offer and not properly withdrawn and delivered the funds for payment for such shares to the depositary for the Offer. (c) In the event Parent and Merger Subsidiary constitutes at least one share more than 90% of or Acquisition Co. wishes to exercise the Top-Up Option, Parent or Acquisition Co. shall deliver to the Company a notice setting forth: (i) the number of shares of Company Common Stock that would be outstanding immediately after the issuance of all shares of Company Common Stock subject to such exercise of the Top-Up Option, Parent or (iii) unless the Minimum Condition shall have been satisfied. The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Subsidiary pursuant to the Top-Up Option shall be determined by multiplying the number of such Shares by an amount equal to the price paid for each Share in the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary (A) in cash, (B) by executing and delivering to the Company a promissory note having a principal amount equal to the purchase price, or (C) any combination of the foregoing. Any such promissory note shall bear interest at the rate of 6% per annum, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payable. (c) In the event Merger Subsidiary wishes to exercise the Top-Up Option, Merger Subsidiary shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares that Merger Subsidiary Acquisition Co. intends to purchase pursuant to the Top-Up Option Option; (ii) the manner in which Parent or Acquisition Co. intends to pay the applicable exercise price; and (iiiii) the place and time at which the closing of the purchase of such Top-Up Shares shares of Company Common Stock by Merger Subsidiary Parent or Acquisition Co. is to take place. The Company shall, as soon as practicable following receipt of such notice, notify Acquisition Co. of the number of shares of Company Common Stock then outstanding, the number of shares of Company Common Stock then outstanding on a fully-diluted basis and the number of Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such exercise of the Top-Up Option, Merger Subsidiary intends to (and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05Shares. At the closing of the purchase of the Top-Up Sharessuch shares of Company Common Stock, Parent and Merger Subsidiary or Acquisition Co. shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up Sharessuch shares, and the Company shall cause to be issued to Merger Subsidiary Parent or Acquisition Co. (as the case may be) a certificate representing the Top-Up Shares such shares or, at Parent’s 's or Merger Subsidiary’s Acquisition Co.'s request or otherwise if the Company does not then have certificated shares of Company Common Stockshares, the applicable number of non-certificated shares of Company Common Stock represented by book-entryentry shares. The parties hereto agree shall cooperate to use their reasonable best efforts to cause the closing of the purchase of issue the Top-Up Shares pursuant to occur on an exemption from registration under the same day Securities Act of 1933. Parent and Acquisition Co. represent and warrant that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares. (d) Parent and Merger Subsidiary understand that the Top-Up Shares will not be registered under the 1933 Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary represents, warrants and agrees that the Top-Up Option is beingOption, and the Top-Up Shares will beto be acquired upon exercise of the Top-Up Option, if any, are being and shall be acquired by Merger Subsidiary Parent or Acquisition Co. for the purpose of investment and not with a view to to, or for resale in connection with with, any distribution thereof (within the meaning of the 1933 Act. Any certificates evidencing Securities Act of 1933). (d) Parent or Acquisition Co. may pay the Company the aggregate price required to be paid for the Top-Up Shares either (i) entirely in cash or cash equivalents or (ii) at Parent's or Acquisition Co.'s election, by (x) paying in cash an amount equal to not less than the aggregate par value of the Top-Up Shares and (y) executing and delivering to the Company a promissory note having a principal amount equal to the aggregate price required to be paid for the purchase of the Top-Up Shares but less the amount to be paid in cash pursuant to the preceding clause (x) (a “Promissory Note”). Any such Promissory Note shall be full recourse against Parent and Acquisition Co. and (i) shall bear interest at a market rate of interest per annum, payable in arrears at the end of one (1) year, (ii) shall mature on the first (1st) anniversary of the date of execution and delivery of such Promissory Note and (iii) may include any legends required by applicable securities lawsbe prepaid, in whole or in part, without premium or penalty.

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby grants to Merger Subsidiary Purchaser an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.5, to purchase from the Company, up at a price per share equal to the number greater of authorized and unissued (i) the last reported sale price of a Share on NASDAQ on the last trading day prior to the date on which the Top-Up Option is exercised or (ii) the Closing Amount, newly issued Shares (the “Top-Up Shares, the number of Shares ”) so that, when added to the number of Shares owned by Merger Subsidiary at Purchaser prior to the time of exercise of the Top-Up Option, constitutes one Share more than Purchaser will own at least ninety percent (90% %) of the Shares that would be outstanding shares of each class of capital stock of the Company entitled to vote on the Merger immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis Shares (not including in the Shares owned by Purchaser any Shares tendered pursuant to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”unfulfilled guaranteed delivery procedures). (b) The Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c), in whole or in part, only once, at any time during the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is ; provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Periodhowever, and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable (i) to the extent for the number of Shares issuable in excess of the authorized and unissued Shares less the maximum number of Shares potentially necessary for issuance with respect to Company Equity Plan Awards or other obligations of the Company. The Top-Up Option shall be exercisable once at any time following the Offer Acceptance Time and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms; provided, however, that the obligation of the Company to deliver Top-Up Shares upon the exercise of the Top-Up Option would exceed is subject to the number of authorized but unissued and unreserved Shares, condition that (iii) unless immediately following the exercise of the Top-Up Option, the number of shares of the Company Common Stock Shares owned in the aggregate by Parent and Merger Subsidiary Purchaser constitutes at least one share more than 90% of the number of the outstanding shares of each class of capital stock of the Company Common Stock that would be outstanding entitled to vote on the Merger immediately after the issuance of all shares of Company Common Stock subject to such exercise of the Top-Up Option, or Shares (iiinot including in the Shares owned by Purchaser any Shares tendered pursuant to unfulfilled guaranteed delivery procedures) unless and (ii) the Minimum Condition shall have been satisfied. Purchaser may assign the Top-Up Option and its rights and obligations pursuant to this Section 1.5, in its sole discretion, to Parent. (b) The parties shall cooperate to ensure that the issuance and delivery of the Top-Up Shares comply with all applicable Legal Requirements, including compliance with an applicable exemption from registration under the Securities Act. If Purchaser wishes to exercise the Top-Up Option, Purchaser shall give the Company written notice, specifying (i) the number of Shares owned by Purchaser and (ii) a place and a time for the closing of such purchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Purchaser specifying, based on the information provided by Purchaser in its notice, the number of Top-Up Shares. Prior to the closing of the purchase of the Top-Up Shares, upon Purchaser’s request, the Company shall cause its transfer agent to certify in writing to Purchaser the number of Shares issued and outstanding (A) as of immediately prior to the exercise of the Top-Up Option and (B) after giving effect to the issuance of the Top-Up Shares. (c) The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Subsidiary pursuant to the Top-Up Option shall may be determined by multiplying the number of such Shares by an amount equal to the price paid for each Share in the Offerpaid, without interest. Such purchase price shall be payable by Merger Subsidiary at Purchaser’s option, (Ai) in cash, (Bii) by executing and delivering to the Company a promissory note having a principal amount equal to the balance of the remaining aggregate purchase price, or (Ciii) any a combination thereof, provided that Purchaser shall use cash for at least the aggregate par value of the foregoingTop-Up Shares. The Board of Directors of the Company has approved such consideration for the Top-Up Shares. Any such promissory note shall bear include the following terms: (1) the maturity date shall be one (1) year after issuance, (2) the unpaid principal amount of the promissory note shall accrue simple interest at the a per annum rate of 6% per annum, shall mature on one percent (1.00%) and (3) the first anniversary of the date of execution and delivery of such promissory note and may be prepaid in whole or in part at any time, without premium penalty or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payableprior notice. (cd) In the event Merger Subsidiary wishes to exercise the Top-Up Option, Merger Subsidiary shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares that Merger Subsidiary intends to purchase pursuant to the Top-Up Option and (ii) the place and time at which the closing of the purchase of such Top-Up Shares by Merger Subsidiary is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such exercise of the Top-Up Option, Merger Subsidiary intends to (and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05. At the closing of the purchase of the Top-Up Shares, Parent and Merger Subsidiary Purchaser shall cause to be delivered to the Company the consideration required to be delivered in exchange for the such Top-Up Shares, and the Company shall cause to be issued to Merger Subsidiary a certificate representing the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entry. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the such Top-Up Shares to occur on the same day that the Topbe issued to Purchaser via book-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Sharesentry delivery. (de) Parent and Merger Subsidiary understand Purchaser acknowledge that the Top-Up Shares that Purchaser may acquire upon exercise of the Top-Up Option will not be registered under the 1933 Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary representsPurchaser represent and warrant to the Company that Purchaser is, warrants and agrees that will be upon the purchase of the Top-Up Option is beingShares, and an “Accredited Investor,” as defined in Rule 501 of Regulation D under the Top-Up Shares will be, acquired by Merger Subsidiary for the purpose of investment and not with a view to or for resale in connection with any distribution thereof within the meaning of the 1933 Securities Act. Any certificates evidencing Top-Up Shares may include any legends required by applicable securities laws.

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby grants to Merger Subsidiary Sub an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof irrevocable option (the “Top-Up Option”), exercisable upon the terms and conditions of this Section 2.4, to purchase from the Company, up to the that number of authorized newly-issued shares of Class A Common Stock (the “Class A Top-Up Shares”) and unissued Class B Common Stock (the “Class B Top-Up Shares”, and together with the Class A Top-Up Shares, the “Top-Up Shares”) equal to, (x) in the case of the Class A Top-Up Shares, the lowest number of Shares shares of Class A Common Stock that, when added to the number of Shares owned shares of Class A Common Stock held by Parent and Merger Subsidiary Sub at the time of such exercise (for the avoidance of doubt, after giving effect to the Offer and the Stock Purchase Agreement Transactions), shall be equal to or in excess of ninety percent (90%) of the Top-Up Option, constitutes one Share more than 90% of the Fully Diluted Class A Common Shares that would be outstanding immediately after (assuming the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis (the Shares to be issued upon exercise of the Top-Up Option, the “Class A Top-Up Shares”); and (y) in the case of the Class B Top-Up Shares, the lowest number of shares of Class B Common Stock that, when added to the number of shares of Class B Common Stock held by Parent and Merger Sub at the time of such exercise (for the avoidance of doubt, after giving effect to the Stock Purchase Agreement Transactions and the shares validly tendered into the Offer), shall be equal to or in excess of ninety percent (90%) of the Fully Diluted Class B Common Shares (assuming the issuance of the Class B Top-Up Shares). (b) The Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c), in whole or in part, only once, at any time during In the 10 Business Day period following event the Acceptance Date, or if any Subsequent Offering Period Minimum Tender Condition is provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Period, satisfied and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable (i) to the extent the number of Shares issuable upon exercise of the Top-Up Option (together with the shares purchased in the Stock Purchase Agreement Transactions) would exceed result in Merger Sub and Parent collectively owning at least 90% of the total shares of Class A Common Stock and Class B Common Stock then outstanding, then Merger Sub shall be obligated to exercise the Top-Up Option and must do so within 24 hours after Merger Sub’s acceptance for payment of shares of Company Common Stock pursuant to the Offer; provided, however, that in no event shall the Top-Up Option be exercised (x) for a number of shares of Class A Common Stock or Class B Common Stock in excess of the number of authorized but unissued and unreserved Sharesshares of Class A Common Stock or Class B Common Stock, as the case may be, (iiincluding as authorized and unissued shares of Company Common Stock, for purposes of this Section 2.4(b), any shares of Company Common Stock held in the treasury of the Company) unless immediately following or (y) any other provision of Applicable Law or Order shall prohibit the exercise of the Top-Up Option, Option or the number of shares delivery of the Top-Up Shares. The aggregate amount payable by Merger Sub to the Company Common Stock owned in for the aggregate by Parent and Merger Subsidiary constitutes at least one share more than 90% Top-Up Shares shall be equal to the product of the number of shares of Top-Up Shares and the Offer Price (the “Top-Up Consideration”). The Top-Up Consideration shall be paid to the Company Common Stock that would be outstanding immediately after at the issuance of all shares of Company Common Stock subject to such exercise closing of the Top-Up Option, or (iii) unless the Minimum Condition shall have been satisfied. The aggregate purchase price payable for the Top-Up Shares being purchased by at Merger Subsidiary pursuant to the Top-Up Option shall be determined by multiplying the number of such Shares by an amount equal to the price paid for each Share in the OfferSub’s option, without interest. Such purchase price shall be payable by Merger Subsidiary (A) in cash, by wire transfer of same-day funds, or (B) by (x) paying in cash, by wire transfer of same-day funds, an amount equal to not less than the aggregate par value of the Top-Up Shares and (y) executing and delivering to the Company a promissory note having a principal amount equal to the aggregate purchase price, or price for the Top-Up Shares less the amount paid in cash pursuant to the immediately preceding clause (Cx) any combination of (the foregoing“Promissory Note”). Any such promissory note The Promissory Note (1) shall bear interest at the rate of 6% per annum, shall mature be due on the first anniversary of the date issuance of execution and delivery the Top-Up Shares pursuant to this Section 2.4, (2) shall bear simple interest of such promissory note and 5% per annum, (3) shall be full recourse to Merger Sub, (4) may be prepaid prepaid, in whole or in part, at any time without premium or penalty; provided, however, that upon any Event of Default, all principal penalty and accrued interest thereunder (5) shall immediately become due and payablehave no other material terms. (c) In the event Merger Subsidiary wishes to exercise the Top-Up OptionOption is exercised in accordance with this Section 2.4, Merger Subsidiary Sub shall deliver to promptly notify the Company a notice (in writing of the “Top-Up Notice”) setting forth following: (i) the number and class of shares of Company Common Stock that will be owned by Parent and Merger Sub immediately preceding the purchase of the Top-Up Shares that Merger Subsidiary intends to purchase pursuant to the Top-Up Option and (ii) the place and time at which for the closing of the purchase of such the Top-Up Shares by Merger Subsidiary (which, subject to Applicable Law and any required regulatory approvals, shall be effected as promptly as practicable and not more than two (2) Business Days after the date such notice is delivered to take placethe Company). The Top-Up Notice Such notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such exercise of the Top-Up Option, Sub that Merger Subsidiary intends to (and Merger Subsidiary Sub shall, and Parent shall cause Merger Subsidiary Sub to, as promptly as practicable after such exercise) the delivery by the Company of the Top-Up Shares, consummate the Merger in accordance with Section 253 the terms hereof. The Company shall, as soon as practicable following receipt of Delaware Law as contemplated by Section 9.05such notice, notify Parent and Merger Sub in writing of the number of shares of Company Common Stock then outstanding and the number of Top-Up Shares. At the closing of the purchase of the Top-Up Shares, Parent and or Merger Subsidiary Sub shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up SharesConsideration, and the Company shall cause to be issued to Parent or Merger Subsidiary Sub a certificate representing the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated such shares of Company Class A Common Stock or Class B Common Stock, as the applicable number of non-certificated shares of Company Common Stock represented case may be, which certificate may include any legends required by book-entry. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up SharesApplicable Law. (d) Parent and Merger Subsidiary understand Sub acknowledge that the Top-Up Shares will not be registered under the 1933 Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary Sub represents and warrants that Merger Sub will be, upon the purchase of the Top-Up Shares, an “accredited investor,” as defined in Rule 501 of Regulation D under the Securities Act. Each of Parent and Merger Sub represents, warrants and agrees that the Top-Up Option is being, and the Top-Up Shares will be, acquired by Merger Subsidiary Sub for the purpose of investment and not with a view to or for resale in connection with any public distribution thereof within the meaning of the 1933 Securities Act. Any certificates evidencing . (e) Notwithstanding anything to the contrary contained herein, to the fullest extent permitted by Applicable Law, each of the parties hereto agrees and acknowledges that in any appraisal proceeding under Section 262 of the DGCL with respect to the Dissenting Shares, the Surviving Corporation shall not assert that the Top-Up Option, the Top-Up Shares may include or any legends required by applicable securities lawscash or the Promissory Note delivered to the Company in payment for such Top-Up Option Shares should be considered in connection with the determination of the fair value of the Dissenting Shares in accordance with Section 262 of the DGCL.

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby grants to Merger Subsidiary Sub an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof irrevocable option (the “Top-Up Option”), exercisable upon the terms and conditions of this Section 1.4, to purchase from the Company, up to the Company a number of authorized and unissued newly-issued Shares (the “Top-Up Shares, ”) equal to the number of Shares that, when added to the number of Shares owned held by Parent and Merger Subsidiary Sub at the time of such exercise, shall constitute one (1) Share more than the number of Shares necessary for Merger Sub to be merged into the Company pursuant to Section 253 of the DGCL (after giving effect to the issuance of Shares pursuant to the exercise of the Top-Up Option, constitutes one Share more than 90% of the Shares that would be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis (the Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (b) The Top-Up Option may shall only be exercised by Merger Subsidiary in accordance with Section 1.04(c)exercisable once, in whole or and not in part, only once, part at any time during prior to the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is Effective Time; provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Periodhowever, and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Shares; provided that that, notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable and shall terminate (ix) to at the extent Acceptance Time if the number of Top-Up Shares issuable upon exercise of the Top-Up Option would exceed the number of authorized but unissued and unreserved Shares (including as authorized and unissued Shares, for purposes of this Section 1.4, any Shares held in the treasury of the Company), (iiy) unless immediately following if any judgment, injunction, order or decree shall prohibit the exercise of the Top-Up Option, Option or the number of shares of the Company Common Stock owned in the aggregate by Parent and Merger Subsidiary constitutes at least one share more than 90% of the number of shares of Company Common Stock that would be outstanding immediately after the issuance of all shares of Company Common Stock subject to such exercise delivery of the Top-Up Option, Shares or (iiiz) unless upon the Minimum Condition shall have been satisfiedtermination of the Agreement in accordance with its terms. The Subject to Section 1.4(c), the aggregate purchase price amount payable to the Company for the Top-Up Shares being purchased by Merger Subsidiary pursuant shall be equal to the product of the number of Top-Up Option Shares and the Offer Price (the “Top-Up Consideration”). (c) The Top-Up Consideration shall be determined by multiplying the number consist of such Shares by (i) an amount equal to the price par value of the Top-Up Shares, to be paid for each Share in the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary (A) in cash, and (Bii) by executing and delivering to the Company a promissory note having a principal an amount equal to the purchase pricebalance of the Top-Up Consideration, which may be paid in the sole discretion of Parent and Merger Sub (x) in cash or (y) by issuance of a promissory note (which shall be treated as payment to the extent of the principal amount thereof) with full recourse to Parent, or (C) any combination of the foregoing. Any such promissory note shall bear (A) accrue simple interest at the rate per annum of 6% per annum5.0%, (B) shall mature on the first anniversary of the date of execution and delivery of such promissory note and note, (C) may be prepaid at any time and from time to time, without premium or penalty; provided, however, (D) shall provide that upon any Event of Default, all the unpaid principal amount and accrued interest thereunder under the promissory note shall immediately become due and payablepayable in the event that (1) Merger Sub fails to make any payment on the promissory note as provided therein and such failure continues for a period of thirty (30) days or (2) Merger Sub files or has filed against it any petition under any bankruptcy or insolvency law or makes a general assignment for the benefit of creditors, and (E) shall have no other material terms. The Company Board has determined that the Top-Up Consideration is adequate in accordance with the DGCL and otherwise taken all steps necessary such that upon issuance and delivery in accordance with this Section 1.4 the Top-Up Option Shares shall be validly issued, fully paid and non-assessable. (cd) In the event Merger Subsidiary Sub wishes to exercise the Top-Up Option, Merger Subsidiary Sub shall deliver to give the Company a written notice, and shall set forth in such notice (the “Top-Up Notice”) setting forth (i) the number of Shares that will be owned by Parent and Merger Sub immediately preceding the purchase of the Top-Up Shares Shares, (ii) the place and time for the closing of the purchase of the Top-Up Shares, (iii) the number of shares of Company Common Stock that Merger Subsidiary Sub intends to purchase pursuant to the Top-Up Option and (iiiv) the place and time at manner in which Merger Sub intends to pay the closing of the purchase of such Top-Up Shares by Merger Subsidiary is to take placeapplicable exercise price. The Top-Up Notice Such notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such exercise of the Top-Up Option, Sub that Merger Subsidiary intends to (and Merger Subsidiary Sub shall, and Parent shall cause Merger Subsidiary Sub to, as promptly as practicable after such exercise) exercise of the Top-Up Option and the delivery by the Company of the Top-Up Shares, consummate the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05the terms hereof. At the closing of the purchase of the Top-Up Shares, Parent and or Merger Subsidiary Sub shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up SharesConsideration, and the Company shall cause to be issued to Parent or Merger Subsidiary Sub a certificate representing the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entry. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares. (de) Parent Notwithstanding anything to the contrary contained herein, to the fullest extent permitted by applicable Law, each of Parent, Merger Sub and Merger Subsidiary understand the Company agrees and acknowledges that in any appraisal proceeding under Section 262 of the DGCL with respect to any Dissenting Shares, the Surviving Company (as defined in Section 2.1 below) shall not assert that the Top-Up Shares will not be registered under the 1933 Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary representsOption, warrants and agrees that the Top-Up Option is being, and Shares or any cash or the promissory note delivered to the Company in payment for such Top-Up Option Shares will be, acquired by Merger Subsidiary for the purpose of investment and not with a view to or for resale should be considered in connection with any distribution thereof within the meaning determination of the 1933 Act. Any certificates evidencing Top-Up fair value of the Dissenting Shares may include any legends required by applicable securities lawsin accordance with Section 262 of the DGCL.

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby irrevocably grants to Merger Subsidiary Sub an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof option (the “Top-Up Option”), exercisable only after the acceptance by Merger Sub of, and payment for, Shares tendered in the Offer, to purchase from that number (but not less than that number) of Shares (the Company, up “Top-Up Shares”) as is equal to the number of authorized and unissued Shares, the lowest number of Shares that, when added to the number of Shares owned by Purchaser, Merger Subsidiary Sub and any Subsidiaries or Affiliates of Purchaser or Merger Sub, taken as a whole, at the time of exercise of the Top-Up Optionsuch exercise, constitutes shall constitute one Share share more than 90% of the Shares that would be total shares of Company Common Stock then outstanding immediately after (assuming the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on Shares) at a fully-diluted basis (price per share equal to the Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (b) The Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c), in whole or in part, only once, at any time during the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is Offer Price; provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Periodhowever, and only if Merger Subsidiary that (i) in no event shall own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable (ix) to the extent the for a number of Shares issuable upon shares of Company Common Stock in excess of the Company’s then authorized and unissued shares of Common Stock (including as authorized and unissued shares of Common Stock, for purposes of this Section 1.5, any shares of Company Common Stock held in the treasury of the Company), or (y) if the issuance of shares of Company Common Stock by the Company in connection with the exercise of the Top-Up Option by Merger Sub would exceed the number of authorized but unissued and unreserved Sharesviolate applicable Nasdaq rules, (ii) unless immediately following Merger Sub shall, concurrently with the exercise of the Top-Up Option, the number of shares of the Company Common Stock owned in the aggregate by Parent and Merger Subsidiary constitutes at least one share more than 90% of the number of shares of Company Common Stock that would be outstanding immediately after the issuance of all shares of Company Common Stock subject to such exercise of the Top-Up Option, or (iii) unless the Minimum Condition shall have been satisfied. The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Subsidiary pursuant to the Top-Up Option shall be determined by multiplying the number of such Shares by an amount equal to the price paid for each Share in the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary (A) in cash, (B) by executing and delivering give written notice to the Company a promissory note having a principal amount equal to the purchase price, or (C) any combination of the foregoing. Any such promissory note shall bear interest at the rate of 6% per annum, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payable. (c) In the event Merger Subsidiary wishes to exercise the Top-Up Option, Merger Subsidiary shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares that Merger Subsidiary intends to purchase pursuant to the Top-Up Option and (ii) the place and time at which the closing of the purchase of such Top-Up Shares by Merger Subsidiary is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such exercise of the Top-Up Optionexercise, Merger Subsidiary intends to Sub shall (and Merger Subsidiary shall, and Parent Purchaser shall cause Merger Subsidiary Sub to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of the Delaware Law GCL as contemplated by Section 9.05. At this Agreement, and (iii) the closing Top-Up Option may not be exercised if any provision of applicable law or any judgment, injunction, order or decree of any federal, state, provincial, local and foreign government, governmental, quasi-governmental, supranational, regulatory or administrative authority, agency, commission or any court, tribunal, or judicial or arbitral body (each, a “Governmental Entity”) shall prohibit, or require any action, consent, approval, authorization or permit of, action by, or filing with or notification to, any Governmental Entity or the purchase Company’s stockholders in connection with the exercise of the Top-Up Shares, Parent and Merger Subsidiary shall cause to be delivered to Option or the Company the consideration required to be delivered in exchange for the Top-Up Shares, and the Company shall cause to be issued to Merger Subsidiary a certificate representing the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entry. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase delivery of the Top-Up Shares to occur on the same day that the in respect of such exercise, which action, consent, approval, authorization or permit, action, filing or notification has not theretofore been obtained or made, as applicable. (b) Any certificates evidencing Top-Up Notice is deemed received Shares may include any legends required by applicable securities laws. (c) Purchaser and Merger Sub understand that the shares of Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Common Stock that Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance Sub may acquire upon exercise of the Top-Up Shares. (d) Parent and Merger Subsidiary understand that the Top-Up Shares Option will not be registered under the 1933 Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent Purchaser and Merger Subsidiary representsSub represent and warrant to the Company that Merger Sub is, warrants and will be upon exercise of the Top-Up Option, an “accredited investor” (as defined in Rule 501 of Regulation D promulgated under the Securities Act). Merger Sub agrees that the Top-Up Option is being, and the Top-Up Shares to be acquired upon exercise thereof are being and will be, be acquired by Merger Subsidiary for the purpose of investment and not with a view to or for resale in connection with any distribution thereof within the meaning of the 1933 Securities Act. Any certificates evidencing Top-Up Shares may include any legends required by applicable securities laws.

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby grants to Merger Subsidiary Sub an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.4, to purchase from at a price per share equal to the Company, Offer Price paid in the Offer up to the that number of authorized and unissued newly issued Shares (the “Top-Up Shares, ”) equal to the lowest number of Shares that, when added to the number of Shares owned by Merger Subsidiary Parent and its Subsidiaries at the time of exercise of the Top-Up Option, constitutes shall constitute one Share share more than ninety percent (90% %) of the Shares that would be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated Shares on a fully-fully diluted basis (the Shares to be issued upon which assumes conversion or exercise of all derivative securities regardless of the Top-Up Optionconversion or exercise price, the “Top-Up Shares”vesting schedule or other terms and conditions thereof). (b) The Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c), in whole or in part, only once, at any time during the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is ; provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Periodhowever, and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement to the contrary, (i) the Top-Up Option shall not be exercisable (i) to the extent the for a number of Shares issuable upon in excess of the Shares authorized and unissued or held in the treasury of the Company at the time of exercise of the Top-Up Option would exceed (giving effect to the number of authorized but unissued Shares issuable pursuant to all then-outstanding Company Stock Options and unreserved Shares, Company RSUs and any other rights to acquire Company Common Stock as if such Shares were outstanding) and (ii) unless immediately following the exercise of the Top-Up Option, Option and the number of shares issuance and delivery of the Company Common Stock owned Top-Up Shares shall not be prohibited by any Law or Order. The Top-Up Option shall be exercisable only once, in whole but not in part, at any time following the aggregate by Parent Offer Closing and prior to the earlier to occur of (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms. (b) In the event Merger Subsidiary constitutes at least one share more than 90% of the number of shares of Company Common Stock that would be outstanding immediately after the issuance of all shares of Company Common Stock subject Sub wishes to such exercise of the Top-Up Option, or Merger Sub shall give the Company at least three (iii3) unless Business Days prior written notice, specifying (i) the Minimum Condition shall have been satisfiednumber of Shares owned by Parent and its Subsidiaries at the time of such notice (giving effect to the Offer Closing) and (ii) a place and a time for the closing of such purchase. The Company shall, as soon as practicable following receipt of such notice, deliver written notice to Merger Sub specifying, based on the information provided by Merger Sub in its notice, the number of Top-Up Shares to be purchased by Merger Sub. At the closing of the purchase of Top-Up Shares, the aggregate purchase price payable owed by Merger Sub to the Company for the Top-Up Shares being purchased shall be paid to the Company at Parent’s election, either (i) entirely in cash, by Merger Subsidiary pursuant wire transfer of same-day funds or (ii) by (A) paying in cash by wire transfer of same-day funds an amount equal to not less than the aggregate par value of the Top-Up Option shall be determined by multiplying the number of such Shares by an amount equal to the price paid for each Share in the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary (A) in cash, and (B) by executing and delivering issuing to the Company a promissory note having a principal amount equal to the aggregate purchase price, or price pursuant to the Top-Up Option less the amount paid in cash pursuant to the preceding clause (CA) any combination of (the foregoing“Promissory Note”). Any such promissory note The Promissory Note shall bear interest at a rate per annum equal to the prime lending rate of 6% per annum, shall mature on prevailing during the first anniversary period in which any portion of the date of execution and delivery principal amount of such promissory note remains outstanding, as published by The Wall Street Journal, calculated on a daily basis on the outstanding principal amount of the Promissory Note from the date the Promissory Note is originally issued until the date of payment in full of the Promissory Note, and may be prepaid without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payable. (c) In the event Merger Subsidiary wishes to exercise the Top-Up Option, Merger Subsidiary shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares that Merger Subsidiary intends to purchase pursuant to the Top-Up Option and (ii) the place and time at which the closing of the purchase of such Top-Up Shares by Merger Subsidiary is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such exercise of the Top-Up Option, Merger Subsidiary intends to (and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05. At the closing of the purchase of the Top-Up Shares, Parent and Merger Subsidiary shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up Shares, and the Company shall cause to be issued to Merger Subsidiary Sub a certificate representing the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common StockShares, the applicable number of nonBook-certificated shares Entry Shares. Such certificates or Book-Entry Shares may include any legends that are required by federal or state securities Laws. (c) Parent and Merger Sub acknowledge that no Top-Up Shares issued upon exercise of the Top-Up Option will be registered under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and that all such Top-Up Shares will be issued in reliance upon an applicable exemption from registration under the Securities Act. Each of Parent and Merger Sub hereby represents and warrants to the Company Common Stock represented by book-entry. The parties hereto agree to use their reasonable best efforts to cause the closing of that Merger Sub is, and will be, upon the purchase of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01Shares, and if not so consummated on such dayan “accredited investor”, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated defined in accordance with Section 253 Rule 501 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares. (d) Parent and Merger Subsidiary understand that the Top-Up Shares will not be registered Regulation D under the 1933 Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offeringSecurities Act. Each of Parent and Merger Subsidiary represents, warrants and Sub agrees that the Top-Up Option is being, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will be, be acquired by Merger Subsidiary Sub for the purpose of investment and not with a view to to, or for resale in connection with with, any distribution thereof (within the meaning of the 1933 Securities Act. Any certificates evidencing Top-Up Shares may include any legends required by applicable securities laws).

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby irrevocably grants to Merger Subsidiary Purchaser an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof option (the “Top-Up Option”), exercisable only after Purchaser’s acceptance for payment of Shares validly tendered and not withdrawn as of the expiration date of the Offer and payment for such Shares in accordance with the terms of the Offer by depositing the aggregate purchase price therefor with the Depositary (the “Depositary”) for the Offer (the date and time of such deposit with the Depositary being referred to as the “Purchase Time”), and prior to the Effective Time, to purchase from the Company, up to the Company that number of authorized and unissued Shares (the “Top-Up Shares, ”) equal to the number of Shares that, when added to the number of Shares owned directly or indirectly by Merger Subsidiary at the time of exercise of the Top-Up Option, constitutes one Share more than 90% of the Shares that would be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis (the Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (b) The Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c), in whole Parent or in part, only once, at any time during the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Period, and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable (i) to the extent the number of Shares issuable upon exercise of the Top-Up Option would exceed the number of authorized but unissued and unreserved Shares, (ii) unless Purchaser immediately following the exercise consummation of the Top-Up OptionOffer, the number of shares of the Company Common Stock owned in the aggregate by Parent and Merger Subsidiary constitutes at least shall constitute one share more than 90% of the number of shares of Company Common Stock that would be total Shares then outstanding immediately (after giving effect to the issuance of all shares of Company Common Stock subject to such exercise of the Top-Up OptionShares) at a price per Share equal to the Offer Price; provided, or however, that (iiii) unless the Minimum Condition shall have been satisfied. The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Subsidiary pursuant to the Top-Up Option shall be determined by multiplying exercisable only once, at such time as Parent and Purchaser, directly or indirectly, own at least 80% of the total number of such Shares by an amount equal then outstanding and (ii) in no event shall the Top-Up Option be exercisable to the price paid extent it would be exercisable for each Share a number of Shares in excess of the Company’s then authorized and unissued shares of Common Stock (including as authorized and unissued shares of Common Stock, for purposes of this Section 1.5, any Shares held in the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary (A) in cash, (B) by executing and delivering to the Company a promissory note having a principal amount equal to the purchase price, or (C) any combination treasury of the foregoing. Any such promissory note shall bear interest at the rate of 6% per annum, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payableCompany). (cb) In the event Merger Subsidiary If Purchaser wishes to exercise the Top-Up Option, Merger Subsidiary Parent or Purchaser shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares that Merger Subsidiary intends Purchaser wishes to purchase pursuant to the Top-Up Option Option, and (ii) the place and time at which the closing of the purchase of such the Top-Up Shares by Merger Subsidiary is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such exercise of the Top-Up Option, Merger Subsidiary intends to (and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05. At the closing of the purchase of the Top-Up Shares, Parent and Merger Subsidiary Purchaser shall cause to be delivered pay the Company (which payment, except to the Company extent of the consideration required to be delivered in exchange for par value of the Top-Up Shares, and may be in the Company shall cause to be issued to Merger Subsidiary form of a certificate representing note) for the Top-Up Up-Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if against delivery of certificates therefor. (c) Parent and Purchaser understand that the Company does not then have certificated shares of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entry. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase Shares that Purchaser may acquire upon exercise of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares. (d) Parent and Merger Subsidiary understand that the Top-Up Shares Option will not be registered under the 1933 Securities Act of 1933, as amended (the “Securities Act”), and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary representsPurchaser represent and warrant to the Company that Purchaser is, warrants and will be upon exercise of the Top-Up Option, an “accredited investor” (as defined in Rule 501 of Regulation D promulgated under the Securities Act). Purchaser agrees that the Top-Up Option is being, and the Top-Up Shares to be acquired upon exercise thereof are being and will be, be acquired by Merger Subsidiary for the purpose of investment and not with a view to or for resale in connection with any distribution thereof within the meaning of the 1933 Securities Act. Any certificates evidencing Top-Up Shares may include any legends required by applicable securities laws.. 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Top-Up Option. (a) Subject to Sections 1.04(bSection 2.4(b), Section 2.4(c) and 1.04(cSection 2.4(d) and the satisfaction of the condition that Parent and Merger Subsidiary collectively own at least 70% of the Shares outstanding on a fully diluted basis, calculated in accordance with Section 3.5(b), the Company grants to Merger Subsidiary an irrevocable option, for so long as this Agreement has not been terminated pursuant to the provisions hereof (the “Top-Up Option”), to purchase from the Company, Company up to the number of authorized and unissued Shares, Shares equal to the number of Shares that, when added to the number of Shares beneficially owned by Parent and/or Merger Subsidiary at the time of exercise of the Top-Up Option, constitutes one Share more than the number of Shares (the “Requisite Short-Form Merger Shares”) entitled to cast 90% of all the Shares that would votes entitled to be outstanding immediately cast by each group or class of shares entitled to vote as a group or class on this Agreement after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis in accordance with Section 3.5(b) or, as may be elected by Parent, on a primary basis at the Effective Time (the such Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (b) The Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c)Subsidiary, in whole or but not in part, only once, at any time during the 10 Business Day period following the Acceptance DateTime, or if any Subsequent Offering Period is provided, during the 10 Business Day period following the expiration date Expiration Date of such the Subsequent Offering Period, and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Requisite Short-Form Merger Shares; provided provided, that notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable (i) to the extent (A) the number of Shares issuable upon exercise of the Top-Up Option would exceed the number of authorized but unissued and unreserved SharesShares or (B) any provision of Applicable Law or judgment, (ii) unless immediately following injunction, order or decree shall prohibit the exercise of the Top-Up Option, Option or the number of shares of the Company Common Stock owned in the aggregate by Parent and Merger Subsidiary constitutes at least one share more than 90% of the number of shares of Company Common Stock that would be outstanding immediately after the issuance of all shares of Company Common Stock subject to such exercise delivery of the Top-Up Option, or (iii) unless the Minimum Condition shall have been satisfiedShares. The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Subsidiary pursuant to the Top-Up Option shall be determined by multiplying the number of such Shares by an amount equal to the price paid for each Share in the OfferOffer Price, without interest. Such purchase price shall may be payable paid by Merger Subsidiary Subsidiary, at its election, either (A) entirely in cash, cash or (B) in cash in an amount equal to the aggregate par value of the purchased Top-Up Shares and by executing and delivering to the Company a full recourse promissory note having a principal amount equal to the remainder of such purchase price, or (C) any combination of the foregoing. Any such promissory note shall bear interest at a rate per annum equal to the prime rate of 6% per annum, shall mature on the first anniversary of the date of execution and delivery of such promissory note (as published in The Wall Street Journal) and may be prepaid without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payable. (c) In the event Merger Subsidiary wishes to exercise the Top-Up Option, Merger Subsidiary shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares that Merger Subsidiary intends to purchase pursuant to the Top-Up Option Option, (ii) the manner in which Merger Subsidiary intends to pay the applicable purchase price and (iiiii) the place and time at which the closing of the purchase of such Top-Up Shares by Merger Subsidiary is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such exercise of the Top-Up Option, Merger Subsidiary intends to (and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05. At the closing of the purchase of the Top-Up Shares, Parent and Merger Subsidiary shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up Shares, and the Company shall cause to be issued to Merger Subsidiary a certificate representing the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entryShares. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.0112.1, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 92A-180 of Delaware Nevada Law and as contemplated by Section 9.05 9.6 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares. (d) Parent and Merger Subsidiary understand that the Top-Up Shares will not be registered under the 1933 Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary represents and warrants that Merger Subsidiary is, and will be upon the purchase of such Top-Up Shares, an “accredited investor,” as defined in Rule 501 of Regulation D under the 1933 Act, and represents, warrants and agrees that the Top-Up Option is being, and the Top-Up Shares will be, acquired by Merger Subsidiary for the purpose of investment and not with a view to or for resale in connection with any distribution thereof within the meaning of the 1933 Act. Any certificates evidencing Top-Up Shares may shall include any legends required by applicable securities laws. (e) After the Acceptance Time, Parent and the Company shall use their respective reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, and assist and cooperate with each other in doing, all things necessary or desirable to procure from NASDAQ or any other Governmental Authority any necessary waiver or other exemption from the requirements of the Rule 5000 Series of the Rules of NASDAQ or other Applicable Law in order to enable the issuance of the Top-Up Shares to occur without the need to obtain the approval of the Company’s stockholders.

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby irrevocably grants to Merger Subsidiary Offeror an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof option (the “Top-Up Option”), exercisable upon the terms and conditions set forth in this Section 1.04, to purchase from the Company, up to the that number of authorized and unissued shares of Company Common Stock (the “Top-Up Option Shares, the ”) equal to a number of Shares shares of Company Common Stock that, when added to the number of Shares shares of Company Common Stock directly or indirectly owned by Merger Subsidiary Parent or any of its Subsidiaries (including the Offeror and its Subsidiaries) at the time of such exercise, shall constitute the least amount required so that Parent and Offeror own more than 90% of the shares of Company Common Stock outstanding on a fully diluted basis (as provided below) immediately after exercise of the Top-Up Option, constitutes one Share more than 90% Option at a price per share as set forth below; provided that in no event shall the Top-Up Option be exercisable for a number of shares of Company Common Stock in excess of the Shares that would be outstanding immediately after Company’s then authorized but unissued shares of Company Common Stock. For purposes of percentage of ownership calculations with respect to the issuance Company under this Agreement, “fully diluted basis” assumes the conversion or exercise of all Shares derivative securities or other rights to be issued upon acquire Company Common Stock regardless of the conversion or exercise price, the vesting schedule or other terms and conditions thereof, other than any shares of Company Common Stock subject to the Top-Up Option, calculated on a fully-diluted basis (the Shares to be issued upon exercise of . The purchase price for the Top-Up OptionOption Shares shall be equal to the Offer Price, which price shall be payable either, at Offeror’s election, (A) entirely in cash or (B) in cash in an amount equal to the “aggregate par value of the purchased Top-Up Shares”)Option Shares and by the issuance of a full recourse note with a principal amount equal to the remainder of the exercise price. (b) The Top-Up Option may shall be exercised exercisable by Merger Subsidiary in accordance with Section 1.04(c)Offeror, in whole or in part, only once, at any time during the 10 Business Day period following on or after the Acceptance Date, or if any Subsequent Offering Period is provided, during Time (so long as the 10 Business Day period following the expiration date of such Subsequent Offering Period, and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable (i) to the extent the number of Shares issuable upon exercise of the Top-Up Option would exceed would, after the number issuance of authorized but unissued shares of Company Common Stock thereunder, be sufficient to allow the Short Form Merger to occur), and unreserved Shares, prior to the earlier to occur of (i) the Effective Time and (ii) unless immediately following the termination of this Agreement in accordance with its terms; provided, however, that the obligation of the Company to deliver Top-Up Option Shares upon the exercise of the Top-Up Option is subject to the conditions that (A) no Law or Order (each as defined in Section 4.01(d)) shall prohibit the exercise of the Top-Up Option or the delivery of all or a portion of the Top-Up Option Shares in respect of such exercise, (B) no Governmental Entity or self-regulatory organization including any stock exchange shall have threatened any action with respect thereto, (C) upon exercise of the Top-Up Option, the number of shares of the Company Common Stock owned in the aggregate by Parent and Merger Subsidiary or Offeror constitutes at least one share more than 90% of the number of shares of Company Common Stock that would will be outstanding on a fully diluted basis immediately after the issuance of the Top-Up Option Shares, and (D) Offeror has accepted for payment all shares of Company Common Stock subject validly tendered in the Offer and not withdrawn. Without limiting the obligations set forth in Section 6.03, if the Top-Up Option shall not be exercised in whole or part by Offeror within five (5) Business Days of the Acceptance Time to the extent necessary to allow the Short Form Merger to occur, the Offeror shall use its reasonable best efforts to cooperate with the Company to obtain, as soon as practicable, such required stockholder approval or, pursuant to Section 6.01, the Stockholder Approval and to consummate the Merger. (c) Upon the exercise of the Top-Up OptionOption in accordance with Section 1.04(a), or (iii) unless the Minimum Condition Parent shall have been satisfied. The aggregate purchase price payable for the Top-Up Shares being purchased by Merger Subsidiary pursuant to the Top-Up Option shall be determined by multiplying the number of such Shares by an amount equal to the price paid for each Share in the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary (A) in cash, (B) by executing and delivering to so notify the Company a promissory note having a principal amount equal to the purchase price, or (C) any combination of the foregoing. Any and shall set forth in such promissory note shall bear interest at the rate of 6% per annum, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payable. (c) In the event Merger Subsidiary wishes to exercise the Top-Up Option, Merger Subsidiary shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Topshares of Company Common Stock that are expected to be owned by Parent, Offeror or any wholly-Up Shares that Merger owned Subsidiary intends to of Parent or Offeror immediately preceding the purchase pursuant to of the Top-Up Option Shares and (ii) the a place and time at which for the closing of the purchase of such Top-Up Shares by Merger Subsidiary is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such exercise of the Top-Up Option, Merger Subsidiary intends to Option Shares (and Merger Subsidiary the Company shall issue the Top-Up Option Shares at such designated time). The Company shall, and Parent shall cause Merger Subsidiary to, as promptly soon as practicable after following receipt of such exercise) consummate notice, notify Parent and Offeror of the Merger in accordance with Section 253 number of Delaware Law as contemplated by Section 9.05shares of Company Common Stock then outstanding and the number of Top-Up Option Shares. At the closing of the purchase of the Top-Up Option Shares, Parent and Merger Subsidiary or Offeror, as the case may be, shall cause to be delivered to pay the Company the consideration aggregate price required to be delivered in exchange paid for the Top-Up SharesOption Shares pursuant to Section 1.04(a), and the Company shall cause to be issued to Merger Subsidiary Parent or Offeror a certificate or book-entry shares representing the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entry. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Option Shares. (d) Parent and Merger Subsidiary understand Sub acknowledge that the Top-Up Option Shares which Offeror may acquire upon exercise of the Top-Up Option will not be registered under the 1933 Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary representsSub represent and warrant to the Company that Offeror is, warrants and or will be upon the purchase of the Top-Up Option Shares, an “accredited investor”, as defined in Rule 501 of Regulation D under the Securities Act. Sub agrees that the Top-Up Option is being, and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will be, be acquired by Merger Subsidiary Offeror for the purpose of investment and not with a view to to, or for resale in connection with with, any distribution thereof (within the meaning of the 1933 Securities Act. Any certificates evidencing Top-Up Shares may include any legends required by applicable securities laws).

Top-Up Option. (a) Subject to Sections 1.04(b‎Section 2.04(b) and 1.04(c)Section 2.04(c) hereof, the Company grants to Merger Subsidiary MergerSub an optionirrevocable option (the “Top-Up Option”), for so long as this Agreement has not been terminated pursuant to the provisions hereof (the “Top-Up Option”)of Article IX, to purchase from the Company, up Company at a price per share equal to the Offer Price the number of authorized and unissued Shares, Company Common Shares equal to the number of Company Common Shares that, when added to the number of Company Common Shares owned by Merger Subsidiary the Buyer Parties and their Affiliates at the time of exercise of the Top-Up OptionOption or the taking of any action under Section 3-106 of the MGCL as contemplated by Section 7.02 (whichever is greater), constitutes one (1) Company Common Share more than 90% of the votes entitled to be cast by the holders of the then outstanding number of Company Common Shares and Company Series D Preferred Shares (after reflecting and taking into account any adjustment to the number of votes such holders have relative to holders of Company Common Shares in accordance with the terms of the Company Series D Preferred Shares), voting together as a class, on a fully diluted basis (which assumes the exercise of all in-the-money options for Company Common Shares vested and exercisable as of the Acceptance Date and 60 days thereafter, at the time of the expiration of the Offer), that would be outstanding immediately after the issuance of all Company Common Shares subject to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis Option (the such Company Common Shares subject to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (b) The Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c)MergerSub, in whole or in part, only once, at any time during the 10 Business Day period following the Acceptance Date, or if any the Subsequent Offering Period is providedmade available, during the 10 Business Day period following the expiration date of such the Subsequent Offering Period, Period and only if Merger Subsidiary Parent and MergerSub collectively shall own Company Common Shares as of such time entitled to cast less than 90% of the votes entitled to be cast by the holders of the then outstanding number of Company Common Shares and Company Series D Preferred Shares (after reflecting and taking into account any adjustment to the number of votes such holders have relative to holders of Company Common Shares in accordance with the terms of the Company Series D Preferred Shares), voting together as a class, on a fully diluted basis (which assumes the exercise of all in-the-money options for Company Common Shares vested and exercisable as of the Acceptance Date and 60 days thereafter, at the time of the expiration of the Offer); provided provided, however, that notwithstanding anything in this Agreement to the contrary, contrary (i) the Top-Up Option shall not be exercisable if (iA) to the extent the number of Company Common Shares issuable upon exercise of the such Top-Up Option would exceed the number of authorized but unissued and unreserved SharesCompany Common Shares or (B) if any provision of applicable Laws or any judgment, (ii) unless immediately following injunction, order or decree of any Governmental Authority would prohibit, or require any action, consent, approval, authorization or permit of, action by, or filing with or notification to, any Governmental Authority or the Company’s stockholders in connection with the exercise of the Top-Up Option, Option or the number of shares of the Company Common Stock owned in the aggregate by Parent and Merger Subsidiary constitutes at least one share more than 90% of the number of shares of Company Common Stock that would be outstanding immediately after the issuance of all shares of Company Common Stock subject to such exercise delivery of the Top-Up OptionShares in respect of such exercise, which action, consent, approval, authorization or (iii) unless the Minimum Condition shall have permit, action, filing or notification has not theretofore been satisfiedobtained or made, as applicable. The aggregate purchase price payable for the Top-Up Company Common Shares being purchased by Merger Subsidiary MergerSub pursuant to the Top-Up Option shall be determined by multiplying the number of such Shares shares by an amount equal to the price paid for each Share in the Offer, without interest. Such purchase price Offer Price and shall be payable by Merger Subsidiary (A) paid in cash, (B) by executing and delivering to the Company a promissory note having a principal amount equal to the purchase price, or (C) any combination of the foregoing. Any such promissory note shall bear interest at the rate of 6% per annum, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payable. (c) In the event Merger Subsidiary MergerSub wishes to exercise the Top-Up Option, Merger Subsidiary MergerSub shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares that Merger Subsidiary MergerSub intends to purchase pursuant to the Top-Up Option Option, (ii) the manner in which MergerSub intends to pay the applicable exercise price and (iiiii) the place and time at which the closing of the purchase of such Top-Up Shares by Merger Subsidiary MergerSub is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary MergerSub that, as promptly as practicable following such exercise of the Top-Up Option, Merger Subsidiary MergerSub intends to (and Merger Subsidiary MergerSub shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law the MGCL as contemplated by Section 9.057.02. At the closing of the purchase of the Top-Up Shares, Parent and Merger Subsidiary MergerSub shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up Shares, and the Company shall cause to be issued to Merger Subsidiary MergerSub, a certificate representing the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common Stock, the applicable number of non-certificated shares of Company Common Stock represented by book-entryShares. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01‎Section 10.02, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law the MGCL as contemplated by Section 9.05 ‎Section 7.02 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares. (d) . Parent and Merger Subsidiary MergerSub understand that the Top-Up Shares will not be registered under the 1933 Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Each of Parent and Merger Subsidiary MergerSub represents, warrants and agrees that the Top-Up Option is being, and the Top-Up Shares will be, acquired by Merger Subsidiary MergerSub for the purpose of investment and not with a view to or for resale in connection with any distribution thereof within the meaning of the 1933 Securities Act. Any certificates evidencing representing Top-Up Shares may include any legends required by applicable securities laws.

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby grants to Merger Subsidiary Sub an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof irrevocable option (the “"Top-Up Option”"), exercisable only on or after the Determination Time, to purchase from that number of shares of Company Common Stock (the Company, up "Top-Up Option Shares") equal to the lowest number of authorized and unissued Shares, the number shares of Shares Company Common Stock that, when added to the number of Shares shares of Company Common Stock owned by Merger Subsidiary Sub at the time of exercise such exercise, shall constitute one share more than ninety percent (90%) of the then outstanding shares of Company Common Stock (assuming the issuance of the Top-Up Option, constitutes one Share more than 90% of the Shares that would be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis (the Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Option Shares”). (b) The Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c), in whole or in part, only once, at any time during a price per share equal to the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is Offer Price; provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Periodhowever, and only if Merger Subsidiary shall own as of such time less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable unless immediately after such exercise Sub would own at least ninety percent (i90%) to of the extent then outstanding shares of Company Common Stock (assuming the number of Shares issuable upon exercise issuance of the Top-Up Option would exceed Shares) and at least ninety percent (90%) of the then outstanding shares of Company Series D Stock; and provided, further, that in no event shall the Top-Up Option be exercisable for a number of shares in excess of the Company's then authorized but unissued shares of Company Common Stock (giving effect to such shares of Company Common Stock reserved for issuance pursuant to outstanding Company Employee Stock Options, Warrants and unreserved Shares, shares of Company Series D Stock as though such shares of Company Common Stock were outstanding). (iib) unless immediately following the Sub may exercise of the Top-Up Option, in whole but not in part, at any one time after the number occurrence of a Top-Up Exercise Event and prior to the Top-Up Termination Date. The "Top-Up Termination Date" will occur upon the earliest to occur of the following: (i) the Effective Time; (ii) the termination of this Agreement pursuant to its terms; and (iii) ten (10) Business Days after the occurrence of a Top-Up Exercise Event, if Sub has failed to notify the Company in writing of its intent to exercise the Top-Up Option in accordance with the terms and conditions of this Agreement. (c) For purposes of this Agreement, a "Top-Up Exercise Event" shall occur only if immediately after consummation of the Offer Sub beneficially owns at least eighty-five percent (85%) of the outstanding shares of the Company Common Stock owned in the aggregate by Parent and Merger Subsidiary constitutes at least one share more than ninety percent (90% %) of the outstanding shares of Company Series D Stock. (d) In the event Sub wishes to exercise the Top-Up Option, Sub shall so notify the Company in writing, and shall set forth in such notice (i) the number of shares of Company Common Stock that would are expected to be outstanding owned by Sub immediately after preceding the issuance of all shares of Company Common Stock subject to such exercise purchase of the Top-Up Option, or (iii) unless the Minimum Condition shall have been satisfied. The aggregate purchase price payable for the Top-Up Option Shares being purchased by Merger Subsidiary pursuant to the Top-Up Option shall be determined by multiplying the number of such Shares by an amount equal to the price paid for each Share in the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary (A) in cash, (B) by executing and delivering to the Company a promissory note having a principal amount equal to the purchase price, or (C) any combination of the foregoing. Any such promissory note shall bear interest at the rate of 6% per annum, shall mature on the first anniversary of the date of execution and delivery of such promissory note and may be prepaid without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payable. (c) In the event Merger Subsidiary wishes to exercise the Top-Up Option, Merger Subsidiary shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares that Merger Subsidiary intends to purchase pursuant to the Top-Up Option and (ii) the place and time at which the closing of the purchase of such Top-Up Shares by Merger Subsidiary is to take place. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such exercise of the Top-Up Option, Merger Subsidiary intends to (and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05. At for the closing of the purchase of the Top-Up Option Shares (the "Top-Up Closing"). The Company shall, as soon as practicable following receipt of such notice, notify Sub, in writing, of the number of shares of Company Common Stock then outstanding and the number of Top-Up Option Shares. At the Top-Up Closing, Parent and Merger Subsidiary Sub shall cause to be delivered to pay the Company the consideration aggregate price required to be delivered in exchange paid for the Top-Up Shares, Option Shares and the Company shall cause to be issued to Merger Subsidiary Sub a certificate representing the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if Option Shares. (e) The obligation of the Company does not then have certificated shares of Company Common Stock, to deliver Top-Up Option Shares upon the applicable number of non-certificated shares of Company Common Stock represented by book-entry. The parties hereto agree to use their reasonable best efforts to cause the closing of the purchase exercise of the Top-Up Shares to occur on the same day that the Top-Up Notice Option is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, subject to the extent possible, on following conditions: (i) any applicable waiting period under the same day as) HSR Act and regulations analogous to the HSR Act existing in foreign jurisdictions relating to the issuance of the Top-Up Shares. Option Shares will have expired or been terminated; (dii) Parent no provision of any Applicable Law or regulation and Merger Subsidiary understand that no Order or decree shall prohibit the exercise of the Top-Up Option or the delivery of the Top-Up Option Shares in respect of any such exercise; and (iii) either (A) delivery of the Top-Up Option Shares would not require the approval of the Company's stockholders pursuant to the rules and regulations of The Nasdaq Stock Market or (B) Sub shall have notified the Company in writing that it intends to cause the Effective Time to occur no later than one (1) Business Day after the Top-Up Closing. (f) Parent and Sub understand that the shares of Company Common Stock that Sub may acquire upon exercise of the Top-Up Option will not be registered under the 1933 Securities Act and will be issued in reliance upon an exemption thereunder for transactions not involving a public offeringtransaction. Each Sub is, or will be upon the purchase of Parent and Merger Subsidiary representsthe Top-Up Option Shares, warrants and an Accredited Investor, as defined in Rule 501 of Regulation D promulgated under the Securities Act. Sub agrees that the Top-Up Option is being, and the Top-Up Option Shares to be acquired upon exercise of the Top-Up Option are being and will be, be acquired by Merger Subsidiary Sub for the purpose of investment and not with a view to or for resale in connection with any distribution thereof within the meaning of the 1933 Securities Act. Any certificates . (g) Certificates evidencing the Top-Up Option Shares may include any legends required by applicable securities lawsdelivered hereunder may, at the Company's election, contain the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT OF 1933 OR ANY EXEMPTION THEREFROM.

Top-Up Option. (a) Subject to Sections 1.04(b) and 1.04(c), the The Company hereby grants to Merger Subsidiary Sub an option, for so long as this Agreement has not been terminated pursuant to the provisions hereof irrevocable option (the “Top-Up Option”), exercisable only on the terms and conditions set forth in this Section 1.04, to purchase from at a price per share equal to the Company, Offer Price paid in the Offer up to that number (but not less than that number) of newly issued shares of Company Common Stock (the “Top-Up Shares”) equal to the lowest number of authorized and unissued Shares, the number shares of Shares Company Common Stock that, when added to the number of Shares owned shares of Company Common Stock owned, directly or indirectly, by Parent or Merger Subsidiary Sub and their respective Subsidiaries at the time of exercise of the Top-Up Option, constitutes one Share more than 90% of the Shares that would be outstanding immediately after the issuance of all Shares to be issued upon exercise of the Top-Up Option, calculated on a fully-diluted basis (the Shares to be issued upon exercise of the Top-Up Option, the “Top-Up Shares”). (b) The Top-Up Option may be exercised by Merger Subsidiary in accordance with Section 1.04(c), in whole or in part, only once, at any time during the 10 Business Day period following the Acceptance Date, or if any Subsequent Offering Period is provided, during the 10 Business Day period following the expiration date of such Subsequent Offering Period, and only if Merger Subsidiary shall own as of such time constitute no less than 90% of the outstanding Shares; provided that notwithstanding anything in this Agreement to the contrary, the Top-Up Option shall not be exercisable (i) to the extent the number of Shares issuable upon exercise of the Top-Up Option would exceed the number of authorized but unissued and unreserved Shares, (ii) unless immediately following the exercise of the Top-Up Option, the number of shares of the Company Common Stock owned in the aggregate by Parent and Merger Subsidiary constitutes at least one share more than 90% of the number of shares of Company Common Stock that would will be outstanding immediately after the issuance of all shares the Top-Up Shares. The Top-Up Option shall be exercisable only once, in whole but not in part, at any time following the Offer Closing and prior to the earlier to occur of Company Common Stock subject to such (A) the Effective Time and (B) the termination of this Agreement in accordance with its terms; provided, however, that (i) upon exercise of the Top-Up Option, the number of shares of Company Common Stock owned, directly or indirectly, by Parent or Merger Sub and their respective Subsidiaries shall constitute no less than one share more than 90% of the number of shares of Company Common Stock that will be outstanding immediately after the issuance of the Top-Up Shares; (ii) the Top-Up Option shall not be exercisable for a number of shares of Company Common Stock in excess of the shares of Company Common Stock authorized and unissued or held in the treasury of the Company at the time of exercise of the Top-Up Option (giving effect to the shares of Company Common Stock issuable pursuant to all then-outstanding stock options, restricted stock units and any other rights to acquire Company Common Stock as if such shares were outstanding), (iii) unless at the Minimum Condition time of exercise, Merger Sub shall have been satisfiedaccepted for payment all shares of Company Common Stock validly tendered in the Offer and not validly withdrawn, and (iv) the exercise of the Top-Up Option and the issuance and delivery of the Top-Up Shares shall not be prohibited by any Law or Order. (b) In the event Merger Sub wishes to exercise the Top-Up Option in accordance with Section 1.04(a), Merger Sub shall so notify the Company, and shall set forth in such notice (i) the number of shares of the Company Common Stock expected to be owned, directly or indirectly, by Parent or Merger Sub and their respective Subsidiaries immediately preceding the purchase of the Top-Up Shares (giving effect to the Offer Closing), (ii) the number of Top-Up Shares to be purchased, (iii) a place and a time for the closing of such purchase, and (iv) Merger Sub’s agreement to (and Parent’s agreement to cause Merger Sub to) consummate the Merger in accordance with the DGCL as promptly as practicable following purchase of the Top-Up Shares. The At the closing of the purchase of Top-Up Shares, the aggregate purchase price payable owed by Merger Sub to the Company for the Top-Up Shares being purchased shall be paid to the Company by Merger Subsidiary pursuant Sub at Merger Sub’s election, either (i) entirely in cash, by wire transfer of immediately available funds to an account designated by the Company, (ii) by (A) paying in cash by wire transfer of by wire transfer of immediately available funds to an account designated by the Company an amount equal to not less than the aggregate par value of the Top-Up Option shall be determined by multiplying the number of such Shares by an amount equal to the price paid for each Share in the Offer, without interest. Such purchase price shall be payable by Merger Subsidiary (A) in cash, and (B) by executing and delivering to the Company a promissory note having a principal amount equal to the aggregate purchase priceprice of the Top-Up Shares (the “Promissory Note”), or (Ciii) any by a combination of the foregoingmethods set forth in the preceding clauses (i) and (ii). Any such promissory note The Promissory Note (i) shall bear simple interest at the a rate of 65% per annum, (ii) shall mature on the first anniversary of the date of execution of the Promissory Note, (iii) shall be full recourse to Parent and delivery of such promissory note and Merger Sub, (iv) may be prepaid prepaid, at any time, in whole or in part, without premium or penalty; provided, however, that upon any Event of Default, all principal and accrued interest thereunder shall immediately become due and payable. (c) In the event Merger Subsidiary wishes to exercise the Top-Up Option, Merger Subsidiary shall deliver to the Company a notice (the “Top-Up Notice”) setting forth (i) the number of Top-Up Shares that Merger Subsidiary intends to purchase pursuant to the Top-Up Option and (iiv) the place and time at which the closing of the purchase of such Top-Up Shares by Merger Subsidiary is to take placeshall have no other material terms. The Top-Up Notice shall also include an undertaking signed by Parent and Merger Subsidiary that, as promptly as practicable following such exercise of the Top-Up Option, Merger Subsidiary intends to (and Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of Delaware Law as contemplated by Section 9.05. At the closing of the purchase of the Top-Up Shares, Parent and Merger Subsidiary shall cause to be delivered to the Company the consideration required to be delivered in exchange for the Top-Up Shares, and the Company shall cause to be issued to Merger Subsidiary Sub a certificate representing the Top-Up Shares or, at Parent’s or Merger Subsidiary’s request or otherwise if the Company does not then have certificated shares of Company Common StockShares, the applicable number of nonBook-certificated shares of Company Common Stock represented Entry Shares. Such certificates or Book-Entry Shares may include any legends that are required by book-entryfederal or state securities Laws. The parties hereto agree Parties shall cooperate to use their reasonable best efforts to cause the closing ensure that any issuance of the purchase Top-Up Shares is accomplished consistent with all applicable Laws. (c) Parent and Merger Sub acknowledge that no Top-Up Shares issued upon exercise of the Top-Up Shares to occur on the same day that the Top-Up Notice is deemed received by the Company pursuant to Section 12.01, and if not so consummated on such day, as promptly thereafter as possible. The parties further agree to use their reasonable best efforts to cause the Merger to be consummated in accordance with Section 253 of Delaware Law as contemplated by Section 9.05 as close in time as possible to (including, to the extent possible, on the same day as) the issuance of the Top-Up Shares. (d) Parent and Merger Subsidiary understand that the Top-Up Shares Option will not be registered under the 1933 Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder (the “Securities Act”) and that all such shares will be issued in reliance upon an applicable exemption thereunder from registration under the Securities Act for transactions not involving a public offering. Each of Parent and Merger Subsidiary representsSub hereby represents and warrants to the Company that each of Parent and Merger Sub are, warrants and will be, upon the exercise of the Top-Up Option and purchase of the Top-Up Shares, an “accredited investor,” as defined in Rule 501 of Regulation D under the Securities Act. Each of Parent and Merger Sub agrees that the Top-Up Option is being, and the Top-Up Shares to be acquired upon exercise of the Top-Up Option are being and will be, be acquired by Merger Subsidiary it for the purpose of investment and not with a view to to, or for resale in connection with with, any distribution thereof (within the meaning of the 1933 Securities Act. Any certificates evidencing ). (d) The parties agree and acknowledge that in any appraisal proceeding to determine the fair value of any Dissenting Shares pursuant to Section 262 of the DGCL as contemplated by Section 3.03, to the fullest extent permitted by applicable Law, the Surviving Corporation shall not assert that the Top-Up Option, the issuance of the Top-Up Shares may include or the payment by Merger Sub to the Company of any legends required consideration for the Top-Up Shares should be taken into account. (e) In the event of any change in the number of shares of outstanding Company Common Stock by applicable securities lawsreason of any stock dividend, stock split, recapitalization, combination, exchange of shares, merger, consolidation, reorganization or the like or any other change in the corporate or capital structure of the Company that would have the effect of diluting Merger Sub’s rights under the Top-Up Option, the number of Top-Up Option Shares will be adjusted appropriately so as to restore to Merger Sub its rights hereunder with respect to the Top-Up Option as the same exists as of the date of this Agreement; provided that this Section 1.04(e) shall not be deemed to constitute a waiver of any breach by the Company of Section 6.01.