Common use of Exercise of Option Clause in Contracts

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares, which will not be later than three (3) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at such place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c1(a)(iii)(A) hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) for any number of the Option Shares within 45 days after the Closing Effective Date. The Underwriters will Underwriter shall not be under any obligation to purchase any of such the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or email or facsimile or other electronic transmission setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for such the Option SharesShares (the “Option Closing Date”), which will shall not be later than three five (35) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of Underwriter Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot and issue to the Underwriters, and, Option Shares subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriter the number of the Option Shares specified in such notice. If any notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the Closing Effective Date. The purchase price to be paid per Option Share and accompanying Option Warrants shall be equal to the Firm Share purchase price set forth in Section 1.1.1(ii) hereof. The Underwriters will shall not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and accompanying Option Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesSecurities (the “Option Closing Date”), which will shall not be later than three one (31) Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot and issue to the Underwriters, andOption Securities, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares and accompanying Option Warrants specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be and accompanying Option Warrants then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares, which will not be later than three (3) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative Underwriters as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Closing Date. The Underwriters will shall not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Allotment Option. The Over-allotment Allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from by the RepresentativeUnderwriters, which must be confirmed no later than the next business day by electronic mail setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such the Option SharesShares (the “Option Closing Date”), which will shall not be later than three five (35) full Business Days after the date of the electronic confirmation notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriters, at the offices of R▇▇▇▇▇▇▇ & C▇▇▇ LLP or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriters. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter notice. The Underwriters may cancel any exercise of the “Over-Allotment Option at any time prior to the Option Closing Date”)Date by giving written notice of such cancellation to the Company. Upon exercise of the Over-allotment OptionAllotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, the Company will shall become obligated to allot and issue sell to the Underwriters, Underwriters the number of Option Shares specified in such notice and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, acting severally and not jointly, shall purchase the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the Closing Effective Date. The Underwriters will shall not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesSecurities (the “Option Closing Date”), which will shall not be later than three (3) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot and issue to the Underwriters, andOption Securities, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be and/or Option Warrants then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the Closing Effective Date. The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment OptionSecurities. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or email or facsimile transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such Option SharesSecurities, which will not be later than three five (35) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the such Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Securities will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased by it as set forth on Schedule I A opposite such Underwriter’s name as the name total number of such Underwriter Option Shares to be purchased bears to the total number of Firm Shares. If any Option Warrants are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Warrants (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Warrants to be purchased by it as set forth on Schedule A opposite such Underwriter’s name as the total number of Option Warrants to be purchased bears to the total number of Firm Warrants.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares, which will not be later than three (3) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities shares as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Units within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and payment for such the Option SharesUnits, which will not be later than three (3) five Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Units does not occur on the Closing Date, the date and time of the closing for such Option Shares Units will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Units specified in such notice. If any Option Shares Units are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares Units (subject to such adjustments to eliminate fractional securities shares as the Representative may determine) that bears the same proportion to the number of Firm Shares Units to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesUnits.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or the Option Pre-Funded Warrants and/or the Option Purchase Warrants within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares and/or Option Pre-Funded Warrants and/or Option Purchase Warrants prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares and/or Option Pre-Funded Warrants and/or Option Purchase Warrants to be purchased and the date and time for delivery of and payment for such Option SharesShares and/or Option Pre-Funded Warrants and/or Option Purchase Warrants, which will not be earlier than two Business Days, in the event the Option Closing Date (as defined below) does not occur on the Closing Date, or later than three (3) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or Option Pre-Funded Warrants and/or Option Purchase Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares and/or Option Pre-Funded Warrants and/or Option Purchase Warrants will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Pre-Funded Warrants and/or Option Purchase Warrants specified in such notice. If any Option Shares Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares Securities (subject to such adjustments to eliminate fractional securities shares as the Representative may determine) that bears the same proportion to the number of Firm Shares Securities to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesSecurities.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the Closing Datedate hereof. The Underwriters will shall not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Securities and/or Option Pre-Funded Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesSecurities and/or Option Pre-Funded Warrants (the “Option Closing Date”), which will shall not be later than three one (31) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot and issue to the Underwriters, andOption Securities, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be Securities then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Allotment Option granted pursuant to Section 1(c1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or the Option Warrants within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares and/or Option Warrants prior to the exercise of the Over-allotment Allotment Option. The Over-allotment Allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such Option SharesShares and/or Option Warrant, which will not be later than three (3) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or Option Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares and/or Option Warrants will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares and/or Option Warrants are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares and/or Option Warrants (subject to such adjustments to eliminate fractional securities shares as the Representative may determine) that bears the same proportion to the number of Firm Shares Units to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesUnits.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or the Option Warrants within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares and/or Option Warrants prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such Option SharesShares and/or Option Warrant, which will not be later than three (3) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or Option Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares and/or Option Warrants will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares and/or Option Warrants are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares and/or Option Warrants (subject to such adjustments to eliminate fractional securities shares as the Representative may determine) that bears the same proportion to the number of Firm Shares Units to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesUnits.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Additional Securities within 45 days after the Closing Effective Date. The purchase price to be paid per Additional Share shall be equal to the price per Firm Share set forth in Section 1.1.1(ii) hereof and the purchase price to be paid per Additional Warrant shall be equal to the price per Firm Warrant set forth in Section 1.1.1(ii) hereof. The Underwriters will shall not be under any obligation to purchase any of such Option Shares Additional Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Additional Securities to be purchased and the date and time for delivery of and payment for such the Additional Securities (the “Option SharesClosing Date”), which will shall not be later than three five (35) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Additional Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot and issue to the Underwriters, andAdditional Securities, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares Additional Securities specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be Additional Securities then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative Underwriters as to all (at any time) or any part (from time to time) of the Option Shares Additional Securities within 45 days after the Closing Effective Date. The purchase price to be paid per Additional Share shall be equal to the price per Firm Share set forth in Section 1.1.1(ii) hereof. The Underwriters will shall not be under any obligation to purchase any of such Option Shares Additional Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Additional Securities to be purchased and the date and time for delivery of and payment for such the Additional Securities (the “Option SharesClosing Date”), which will shall not be later than three five (35) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriters, at the offices of Underwriters’ Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriters. If such delivery and payment for all of the Option Shares Additional Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot and issue to the Underwriters, andAdditional Securities, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares Additional Securities specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be Additional Securities then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 days after the Closing Effective Date. The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters will shall not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which shall be confirmed in writing by overnight mail or facsimile or other electronic transmission, setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesSecurities (the “Option Closing Date”), which will shall not be later than three one (31) Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot and issue to the Underwriters, andOption Securities, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares are to be purchased, and (ii) each Underwriter agreesof the Underwriters, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) and Option Warrants then being purchased that bears the same proportion to the number of Firm Shares to be purchased and/or Option Warrants as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c1(a)(iii)(A) hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) for any number of the Option Shares Securities within 45 days after the Closing Effective Date. The Underwriters will Underwriter shall not be under any obligation to purchase any of such the Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or email or facsimile or other electronic transmission setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for such the Option SharesSecurities (the “Option Closing Date”), which will shall not be later than three two (32) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of the Underwriter Counsel or at such other place (including remotely by facsimile, email or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such an Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot and issue to the Underwriters, and, Option Securities subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriter the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchased, each ; and (ii) the Underwriter agrees, severally and not jointly, to shall purchase that portion of the total number of Option Shares (Securities then being purchased as set forth in Schedule 1 opposite the name of the Underwriter, subject to such adjustments to eliminate fractional securities as the Representative may Underwriter, in its sole discretion, shall determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares or Option Warrants prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such Option SharesShares and/or Option Warrants, which will not be later than three (3) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or Option Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares and/or Option Warrants will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares and/or Option Warrants are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares and/or Option Warrants (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares Securities to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesSecurities.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 forty-five (45) days after the Closing Effective Date. The Underwriters will Underwriter shall not be under any obligation to purchase subscribe for any of such the Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the RepresentativeUnderwriter, setting forth the number of the Option Shares and/or Option Warrants to be purchased subscribed for and the date and time for delivery of and and, where relevant, the payment for such the Option SharesShares and/or the pre-funded exercise price for the pre-funded Option Warrants (the “Option Closing Date”), which will shall not be later than three five (35) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of Underwriter’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and and, where relevant, payment for all of the Option Shares and/or the pre-funded exercise price for the pre-funded Option Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot and issue to the Underwriters, and, Option Securities subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, issue to the Underwriter the number of the Option Shares Securities specified in such notice. If any Option Shares are to be purchasednotice and (ii) the Underwriter, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to shall subscribe for the total number of Firm Sharesthe Option Securities then being subscribed for.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or the Option Purchase Warrants within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares and/or Option Purchase Warrants prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares and/or Option Purchase Warrants to be purchased and the date and time for delivery of and payment for such Option SharesShares and/or Option Purchase Warrants, which will not be later than three (3) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or Option Purchase Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares and/or Option Purchase Warrants will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Purchase Warrants specified in such notice. If any Option Shares Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares Securities (subject to such adjustments to eliminate fractional securities shares as the Representative may determine) that bears the same proportion to the number of Firm Shares Securities to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesSecurities.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Shares Units within 45 days after the Closing Effective Date. The Underwriters will not be under any obligation to purchase any of such Option Shares Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile transmission, setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and payment for such the Option SharesUnits, which will not be later than three (3) five Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at ▇▇▇▇▇▇▇▇▇▇’▇ Offices or at such other place or in such other manner as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery of and payment for all of the Option Shares Units does not occur on the Closing Date, the date and time of the closing for such Option Shares Units will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Units specified in such notice. If any Option Shares Units are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares Units (subject to such adjustments to eliminate fractional securities Units as the Representative Underwriters may determine) that bears the same proportion to the total number of Firm Shares Option Units to be purchased as the number of Firm Units set forth on in Schedule I A opposite the name of such Underwriter bears to the total number of Firm SharesUnits.

Exercise of Option. The Over-allotment Allotment Option granted pursuant to Section 1(c1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or the Option Warrants within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares and/or Option Warrants prior to the exercise of the Over-allotment Allotment Option. The Over-allotment Allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such Option SharesShares and/or Option Warrant, which will not be later than three (3) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or Option Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares and/or Option Warrants will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares and/or Option Warrants are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares and/or Option Warrants (subject to such adjustments to eliminate fractional securities shares as the Representative may determine) that bears the same proportion to the number of Firm Shares Securities to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesSecurities.

Exercise of Option. The Over-allotment Allotment Option granted pursuant to Section 1(c1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or the Option Warrants within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares and/or Option Warrants prior to the exercise of the Over-allotment Allotment Option. The Over-allotment Allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such Option SharesShares and/or Option Warrant, which will not be later than three (3) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or Option Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares and/or Option Warrants will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares and/or Option Warrants are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares and/or Option Warrants (subject to such adjustments to eliminate fractional securities shares as the Representative may determine) that bears the same proportion to the number of Firm Shares Units to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesUnits.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Closing Effective Date. The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such the Option Shares, which will not be later than three (3) five Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities shares as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I A opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of any combination of Additional Securities from the Option Shares within date hereof until 45 days after the Closing Datedate of the Prospectus (as defined below)(the “Option Period”). The Underwriters will shall not be under any obligation to purchase any of such Option Shares Additional Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which shall be confirmed in writing by overnight mail or facsimile or other electronic transmission, setting forth the number of Option Additional Shares and/or Additional Warrants to be purchased and the date and time for delivery of and payment for such the Additional Shares and/or Additional Warrants (the “Option SharesClosing Date”), which will shall not be later than three five (35) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Additional Shares and/or Additional Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot and issue to the Underwriters, andAdditional Securities, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Additional Shares and/or Additional Warrants specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Additional Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) and/or Additional Warrants then being purchased that bears the same proportion to the number of Firm Shares to be purchased Securities as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesSecurities, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c1(a)(iii)(A) hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) for any number of the Option Shares within 45 days after the Closing Date. The Underwriters will Underwriter shall not be under any obligation to purchase any of such the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing within 24 hours by overnight mail or email or facsimile or other electronic transmission (the “Option Notice”) setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for such the Option SharesShares (the “Option Closing Date”), which will shall not be later than three five (35) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of Underwriter Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)Notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot and issue to the Underwriters, and, Option Shares subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriter the number of the Option Shares specified in such notice. If any the Option Notice and (ii) the Underwriter shall purchase that portion of the total number of the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Overallotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Shares Units within 45 days after the Closing Effective Date. The Underwriters will not be under any obligation to purchase any of such Option Shares Units prior to the exercise of the Over-allotment Overallotment Option. The Over-allotment Overallotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile or other form of electronic transmission, setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and payment for such the Option SharesUnits, which will not be later than three (3) five Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at DLA’s Offices or at such other place or in such other manner as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery of and payment for all of the Option Shares Units does not occur on the Closing Date, the date and time of the closing for such Option Shares Units will be as set forth in the notice (hereinafter hereinafter, the “Option Closing Date”). Upon exercise of the Over-allotment Overallotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Units specified in such notice. If any Option Shares Units are to be purchased, each Underwriter agrees, severally severally, and not jointly, to purchase the number of Option Shares Units (subject to such adjustments to eliminate fractional securities Units as the Representative Underwriters may determine) that bears the same proportion to the total number of Firm Shares Option Units to be purchased as the number of Firm Units set forth on in Schedule I A opposite the name of such Underwriter bears to the total number of Firm SharesUnits.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the Closing Datedate hereof. The Underwriters will shall not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Pre-Funded Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesShares and/or Option Pre-Funded Warrants (the "Option Closing Date"), which will shall not be later than three one (31) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot and issue to the Underwriters, andOption Securities, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be Securities then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Allotment Option granted pursuant to this Section 1(c1(b) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of any combination of the Option Shares Securities within 45 days after the Closing Dateexecution date of this Agreement. The Underwriters An Underwriter will not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. The Over-allotment Allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or by electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesSecurities (each, an “Option Closing Date”), which will not be earlier than two (2) Business Days nor later than three (3) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel, or at such other place (including remotely by electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such each Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Securities specified in such notice. If The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option Shares are by written notice to be purchased, each Underwriter agrees, severally and not jointly, the Company (except to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as extent the Representative may determine) that bears has exercised the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesOver-Allotment Option in accordance herewith).

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants, in any confirmation thereof, within 45 days after the Closing effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2.1.1 below). The purchase price to be paid per Option Share shall be equal to the Firm Share purchase price. The purchase price to be paid per Option Warrant shall be equal to the Firm Warrant purchase price. The Underwriters will shall not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which shall be confirmed in writing by overnight mail or facsimile or other electronic transmission, setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesSecurities (the “Option Closing Date”), which will shall not be later than three one (31) Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative’s Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot and issue to the Underwriters, andOption Securities, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares are to be purchased, and (ii) each Underwriter agreesof the Underwriters, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) and Option Warrants then being purchased that bears the same proportion to the number of Firm Shares to be purchased and/or Option Warrants as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm Shares, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the Closing Effective Date. The Underwriters will not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail, electronic mail or facsimile transmission setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for such the Option SharesSecurities, which will not be sooner than two nor later than three (3) five Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Securities will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Securities specified in such notice. If any Option Shares Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares Securities (subject to such adjustments to eliminate fractional securities shares as the Representative may determine) that bears the same proportion to the number of Firm Shares Securities to be purchased as set forth on Schedule I A opposite the name of such Underwriter bears to the total number of Firm SharesSecurities.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c1(a)(iii)(A) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) for any number of the Option Shares Securities within 45 days after the Closing Effective Date. The purchase price to be paid per Option Share shall be equal to the applicable price paid per Firm Share, and the purchase price to be paid per Option Warrant shall be equal to the applicable price paid per Firm Warrant. The Underwriters will shall not be under any obligation to purchase any of such the Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or email or facsimile or other electronic transmission setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for such the Option SharesSecurities (the "Option Closing Date"), which will shall not be later than three five (35) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such an Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot and issue to the Underwriters, and, Option Securities subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be Securities then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears Underwriter, subject to such adjustments as the total number of Firm SharesRepresentative, in its sole discretion, shall determine.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the any combination of Option Shares and/or Option Class A Warrants and/or Option Class B Warrants within 45 days after the Closing Effective Date. The Underwriters will Underwriter shall not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Class A Warrants and/or Option Class B Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesSecurities (the “Option Closing Date”), which will shall not be later than three five (35) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of Underwriter Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such each Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot and issue to the Underwriters, andOption Securities, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriter the number of Option Shares and/or Option Class A Warrants and/or Option Class B Warrants specified in such notice and (ii) the Underwriter shall purchase the total number of Option Shares and/or Option Class A Warrants and/or Option Class B Warrants specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the Closing Effective Date. The Underwriters will shall not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from by the Representative, which must be confirmed in writing by overnight mail or electronic transmission setting forth the number of Option Shares and Option Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesSecurities (the “Option Closing Date”), which will shall not be later than three one (31) Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot and issue to the Underwriters, andOption Securities, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares and Option Warrants specified in such notice. If any Option Shares are notice and (ii) subject to be purchasedthe terms and conditions set forth herein, each Underwriter agreesthe Underwriters, acting severally and not jointly, to shall purchase the number of Option Shares (subject to and Option Warrants specified in such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Sharesnotice.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c1(a)(iii)(A) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the Closing effective date (the “Effective Date”) of the Registration Statement (as defined in Section 2(a)(i)(A) below). The Underwriters will shall not be under any obligation to purchase any of such the Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or email or facsimile or other electronic transmission setting forth the number of the Option Shares ADSs to be purchased and the date and time for delivery of and payment for such the Option SharesADSs (the “Option Closing Date”), which will shall not be later than three five (35) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative’s Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot and issue to the Underwriters, and, Option Securities subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of the Option Shares Securities specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of the Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be Securities then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Allotment Option granted pursuant to Section 1(c1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or the Option Warrants within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares and/or Option Warrants prior to the exercise of the Over-allotment Allotment Option. The Over-allotment Allotment Option granted hereby may be exercised by the Representative giving of written notice to the Company from the Representative, setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such Option SharesShares and/or Option Warrant, which date and time will not be later than three (3) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or Option Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares and/or Option Warrants will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares and/or Option Warrants are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares and/or Option Warrants (subject to such adjustments to eliminate fractional securities shares as the Representative may determine) that bears the same proportion to the number of Firm Shares Units to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesUnits.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) hereof may be exercised by the Representative Representative, as to all (at any time) or any part (from time to time) of the Option Units or Option Shares and/or Option Warrants within 45 days after the Closing Effective Date. The Underwriters will not be under any obligation to purchase any of such Option Units and/or Option Shares prior to and/or Option Warrants before the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or email or facsimile transmission setting forth the number of Option Units, or Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such Option SharesSecurities, which will not be later than three five (35) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the such Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Securities will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Securities specified in such notice. If any Option Shares Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares Securities (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares Securities to be purchased by it as set forth on Schedule I A opposite such Underwriter's name as the name total number of such Underwriter Option Securities to be purchased bears to the total number of Firm SharesSecurities.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c1.1(c) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Additional Shares and/or Additional Warrants within 45 30 days after the Closing Effective Date. The Underwriters will not be under any obligation to purchase any of such Option Shares Additional Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be promptly confirmed in writing by overnight mail or facsimile transmission setting forth the number of Option Shares Additional Securities to be purchased and the date and time for delivery of and payment for such Option Sharesthe Additional Securities, which will must be at least one Business Day after the written notice is given and may not be earlier than the Closing Date nor later than three (3) Business Days after the date of the such notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Additional Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Additional Securities will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Additional Securities specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the any combination of Option Shares Securities within 45 days after the Closing Effective Date. The Underwriters will shall not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares, Option Preferred Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesSecurities (the “Option Closing Date”), which will shall not be later than three (3) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such each Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot and issue to the Underwriters, andOption Securities, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares, Option Preferred Shares and/or Option Warrants specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares, Option Preferred Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be and/or Option Warrants then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative Underwriter as to all (or any part of the Option Securities at any time) or any part (, from time to time, within forty-five (45) days after the effective date ("Effective Date") of the Option Shares within 45 days after the Closing DateRegistration Statement (as hereinafter defined). The Underwriters Underwriter will not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed by a letter or telecopy setting forth the number of Option Shares Securities to be purchased and purchased, the date and time for delivery of and payment for the Option Securities and stating that the Option Securities referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three (3) Business Days full business days after the date of the notice or such other time as shall be agreed upon by notice, unless the Underwriter and the Company and the Representative, at such place as shall be agreed agree upon by the Company and the Representativean earlier date. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Securities will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the UnderwritersUnderwriter, and, subject to the terms and conditions set forth herein, the Underwriters Underwriter will become obligated to purchase, the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Units within 45 days after the Closing Effective Date. The Underwriters will not be under any obligation to purchase any of such Option Shares Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile transmission, setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and payment for such the Option SharesUnits, which will not be later than three (3) five Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at ▇▇▇▇▇▇▇▇▇▇’▇ Offices or at such other place or in such other manner as shall be agreed upon by the Company and the Representative. If such delivery of and payment for all of the Option Shares Units does not occur on the Closing Date, the date and time of the closing for such Option Shares Units will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Units specified in such notice. If any Option Shares Units are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares Units (subject to such adjustments to eliminate fractional securities Units as the Representative Underwriters may determine) that bears the same proportion to the total number of Firm Shares Option Units to be purchased as the number of Firm Units set forth on in Schedule I A opposite the name of such Underwriter bears to the total number of Firm SharesUnits.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c1(a)(iii)(A) hereof may be exercised by the Representative r as to all (at any time) or any part (from time to time) for any number of the Option Shares within 45 days after the Closing Date. The Underwriters will shall not be under any obligation to purchase any of such the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing within 24 hours by overnight mail or email or facsimile or other electronic transmission (the “Option Notice”) setting forth the number of the Option Shares to be purchased and the date and time for delivery of and payment for such the Option SharesShares (the “Option Closing Date”), which will shall not be later than three five (35) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Underwriter Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)Notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot and issue to the Underwriters, and, Option Shares subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of the Option Shares specified in such notice. If any the Option Notice and (ii) the Underwriters shall purchase that portion of the total number of the Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares, which will not be later than three (3) two Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Allotment Option granted pursuant to this Section 1(c1(b) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of any combination of the Option Shares Securities within 45 days after the Closing Dateexecution date of this Agreement. The Underwriters An Underwriter will not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. The Over-allotment Allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or by electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesShares and/or Option Warrants (each, an “Option Closing Date”), which will not be earlier than two (2) Business Days nor later than three (3) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel, or at such other place (including remotely by electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such each Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Securities specified in such notice. If The Representative may cancel the Over-Allotment Option at any time prior to the expiration of the Over-Allotment Option Shares are by written notice to be purchased, each Underwriter agrees, severally and not jointly, the Company (except to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as extent the Representative may determine) that bears has exercised the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesOver-Allotment Option in accordance herewith).

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative on behalf of the Underwriters as to all (or any part of the Option Shares at any time) or any part (, from time to time, within thirty days after the effective date ("Effective Date") of the Option Shares within 45 days after the Closing DateRegistration Statement (as hereinafter defined). The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company and the Attorney-in-Fact (as hereinafter defined) from the Representative, which must be confirmed by a letter or telecopy setting forth the number of Option Shares to be purchased and purchased, the date and time for delivery of and payment for the Option Shares and stating that the Option Shares referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three (3) Business Days five full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at such place as shall be agreed upon by the Company and the Representativenotice. If such delivery and payment for all of the Option Shares Units does not occur on the Closing Date, the date and time of the closing for such Option Shares Units will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Units specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Allotment Option granted pursuant to Section 1(c1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for such Option SharesSecurities, which will not be later than three (3) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Securities will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Securities specified in such notice. If any Option Shares Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares Securities (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares Securities to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesSecurities.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares, which will not be later than three (3) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Allotment Option granted pursuant to Section 1(c1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares and/or Option Warrants prior to the exercise of the Over-allotment Allotment Option. The Over-allotment Allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such Option SharesShares and/or Option Warrants, which will not be later than three (3) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or Option Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares and/or Option Warrants will be as set forth in the written notice pertaining to the exercise of the Over-Allotment Option (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares and/or Option Warrants are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares and/or Option Warrants (subject to such adjustments to eliminate fractional securities shares and/or fractional warrants as the Representative may determine) that bears the same proportion to the number of Firm Shares Units to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesUnits.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and the Option Warrants or the Option Shares or the Option Warrants within 45 forty-five (45) days after the Closing Effective Date. The Underwriters will shall not be under any obligation to purchase any of such Option Shares or Option Warrants prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesShares and/or Option Warrants (the “Option Closing Date”), which will shall not be later than three the third (33rd) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmissions) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or Option Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot Option Shares and issue to the Underwriters, andOption Warrants or the Option Shares or the Option Warrants, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be and/or Option Warrants then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Allotment Option granted pursuant to Section 1(c1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Allotment Option. The Over-allotment Allotment Option granted hereby may be exercised by the Representative giving of written notice to the Company from the Representative, setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares, which date and time will not be later than three (3) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities shares as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or the Option Warrants within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares and/or Option Warrants prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such Option SharesShares and/or Option Warrants, which will not be later than three (3) five Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or Option Warrants does not occur on the Closing Date, the date and time of the any closing for such Option Shares and/or Option Warrants will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares and/or Option Warrants are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares and/or Option Warrants (subject to such adjustments to eliminate fractional securities shares as the Representative may determine) that bears set forth in the same proportion written notice to the number of Firm Shares to be purchased as set forth on Schedule I opposite Company from the name of such Underwriter bears to the total number of Firm SharesRepresentative.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative Underwriters as to all (or any part of the Option Securities at any time) or any part (, from time to time, within forty-five business days after the effective date ("Effective Date") of the Option Shares within 45 days after the Closing DateRegistration Statement (as hereinafter defined). The Underwriters will not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeUnderwriters, which must be confirmed by a letter or telecopy setting forth the number of Option Shares Securities to be purchased and purchased, the date and time for delivery of and payment for the Option Securities and stating that the Option Securities referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three (3) Business Days five full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representativenotice, at such place as shall be agreed upon by the Company and the Representativeunless we mutually agree to an earlier date. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Securities will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and the Option Warrants or the Option Shares or the Option Warrants within 45 forty-five (45) days after the Closing Date. The Underwriters will shall not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesShares and/or Option Warrants (the “Option Closing Date”), which will shall not be later than three the second (32nd) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmissions) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or Option Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot Option Shares and issue to the Underwriters, andOption Warrants or the Option Shares or the Option Warrants, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be and/or Option Warrants then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the Closing Effective Date. The Underwriters will shall not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Notwithstanding anything to the contrary in the foregoing, in any Over-allotment Exercise, the Underwriters may purchase full Option Units, or only Option Shares and/or Option Warrants, or any combination of Option Shares and Option Warrants. If Option Shares are purchased, the price shall equal the price per Firm Unit set forth in Section 1.1.1 above less $0.01, and the purchase price per Option Warrant shall be $0.01.The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and payment for such the Option SharesSecurities (the “Option Closing Date”), which will shall not be later than three one (31) Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot and issue to the Underwriters, andOption Securities, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares Units specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be Units then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative Underwriters as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 forty-five (45) days after the Closing Effective Date. The Underwriters will shall not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Shares, Option Pre-Funded Warrants, and Option Common Warrants to be purchased and the date and time for delivery of and payment for such therefor (the “Option SharesClosing Date”), which will shall not be later than three five (35) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of counsel to the Underwriters or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment OptionOption with respect to all or any portion of the Option Securities, subject to the terms and conditions set forth herein, the Company will shall become obligated to allot and issue sell to the UnderwritersUnderwriters the number of Option Shares, Option Pre-Funded Warrants, and Option Common Warrants specified in such notice and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchaseUnderwriters, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, acting severally and not jointly, to shall purchase the number of Option Shares (subject to Shares, Option Pre-Funded Warrants, and Option Common Warrants specified in such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Sharesnotice.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative Underwriters as to all (or any part of the Option Shares at any time) or any part (, from time to time, within forty-five (45) days after the effective date ("Effective Date") of the Option Shares within 45 days after the Closing DateRegistration Statement (as hereinafter defined). The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeUnderwriters, which must be confirmed within one (1) business day by a letter or telecopy setting forth the number of Option Shares to be purchased and purchased, the date and time for delivery of and payment for the Option Shares and stating that the Option Shares referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three (3) Business Days full business days after the date of the notice or such other time as shall be agreed upon by notice, unless the Underwriters and the Company and the Representative, at such place as shall be agreed agree upon by the Company and the Representativean earlier date. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Allotment Option granted pursuant to Section 1(c1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares and/or Option Warrants prior to the exercise of the Over-allotment Allotment Option. The Over-allotment Allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such Option SharesShares and/or Option Warrants, which will not be later than three (3) five Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or Option Warrants does not occur on the Closing Date, the date and time of the any closing for such Option Shares and/or Option Warrants will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares and/or Option Warrants are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares and/or Option Warrants (subject to such adjustments to eliminate fractional securities shares as the Representative may determine) that bears set forth in the same proportion written notice to the number of Firm Shares to be purchased as set forth on Schedule I opposite Company from the name of such Underwriter bears to the total number of Firm SharesRepresentative.

Exercise of Option. The Over-allotment Allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 thirty (30) days after the Closing Effective Date. The Underwriters will Underwriter shall not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment OptionAllotment Option by the Representatives. The Over-allotment Allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or by email or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesShares and/or Option Warrants, as the case may be (each, an “Option Closing Date”), which will shall not be earlier than one (1) Business Day nor later than three five (35) full Business Days after the date of the written notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of the Representatives’ Counsel, or at such other place (including remotely by electronic transmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for all of the Option Shares and/or Option Warrants does not occur on the Closing Date, the date and time of the closing for such each Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Allotment Option, the Company will become obligated to allot and issue convey to the UnderwritersRepresentatives, and, subject to the terms and conditions set forth herein, the Underwriters Representatives will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the any combination of Option Shares and/or Option Warrants within 45 days after the Closing Effective Date. The Underwriters will shall not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesSecurities (the “Option Closing Date”), which will shall not be later than three five (35) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such each Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot and issue to the Underwriters, andOption Securities, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be and/or Option Warrants then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears subject, in each case, to such adjustments as the total number of Firm SharesRepresentative, in its sole discretion, shall determine.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants within 45 days after the Closing effective date (the “Effective Date”) of the Registration Statement. The Underwriters will shall not be under any obligation to purchase any of such Option Shares or Option Warrants prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesShares and/or Option Warrants (the “Option Closing Date”), which will shall not be earlier than two (2) full Business Days or later than three five (35) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or Option Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot and issue to the Underwriters, andOption Shares and/or Option Warrants, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be and/or Option Warrants then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants within 45 days after the Closing Effective Date. The Underwriters will shall not be under any obligation to purchase any of such Option Shares or Option Warrants prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesShares and/or Option Warrants (the “Option Closing Date”), which will shall not be later than three five (35) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or Option Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot and issue to the Underwriters, andOption Shares and/or Option Warrants, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be and/or Option Warrants then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares ADSs within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares ADSs prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares ADSs to be purchased and the date and time for delivery of and payment for such Option SharesADSs, which will not be later than three (3) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares ADSs does not occur on the Closing Date, the date and time of the closing for such Option Shares ADSs will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares ADSs specified in such notice. If any Option Shares ADSs are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares ADSs (subject to such adjustments to eliminate fractional securities shares as the Representative may determine) that bears the same proportion to the number of Firm Shares ADSs to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesADSs.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c1.1(c) hereof may be exercised by the Representative as to all (at any time) or any part (of the Additional Shares at any time and from time to timetime within 30 days after the effective date (the “Effective Date”) of the Option Shares within 45 days after the Closing DateRegistration Statement. The Underwriters will not be under any obligation to purchase any of such Option Shares Additional Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be promptly confirmed in writing by overnight mail or facsimile transmission setting forth the number of Option Shares Additional Securities to be purchased and the date and time for delivery of and payment for such Option Sharesthe Additional Securities, which will must be at least one Business Day after the written notice is given and may not be earlier than the Closing Date nor later than three (3) Business Days after the date of the such notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Additional Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Additional Securities will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue to the Underwriters, and, subject to the terms and conditions set forth herein, the Company will become obligated to convey to the Underwriters, and the Underwriters will become obligated to purchase, the number of Option Shares Additional Securities specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-Over- allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares, which will not be later than three (3) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the Closing Datedate hereof. The Underwriters will shall not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Securities and/or Option Pre-Funded Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesSecurities and/or Option Pre-Funded Warrants (the ”Option Closing Date”), which will shall not be later than three one (31) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot and issue to the Underwriters, andOption Securities, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be Securities then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative Underwriter as to all (or any part of the Option Securities at any time) or any part (, from time to time) of the Option Shares , within 45 forty-five days after the Closing effective date of the Registration Statement ("Effective Date"). The Underwriters Underwriter will not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of oral or written notice to the Company from the RepresentativeUnderwriter, any such oral notice which must be confirmed by a letter or telecopy with notice within twenty-four hours or such oral notice setting forth the number of Option Shares Securities to be purchased and purchased, the date and time for delivery of of, and payment for, the Option Securities, and stating that the Option Securities referred to therein are to be used only for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such notice is given at least two full business days prior to the Closing Date, the date set forth therein for such Option Sharesdelivery and payment will be the Closing Date. If such notice is given thereafter, which the date set forth therein for such delivery and payment will not be later earlier than three (3) Business Days five full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at such place as shall be agreed upon by the Company and the Representativenotice. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Securities will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the UnderwritersUnderwriter, and, subject to the terms and conditions set forth herein, the Underwriters Underwriter will become obligated to purchase, the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or the Option Warrants within 45 days after the Closing effective date (the “Effective Date”) of the Registration Statement. The Underwriters will shall not be under any obligation to purchase any of such Option Shares and/or Option Warrants prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesShares and/or Option Warrants (the “Option Closing Date”), which will shall not be earlier than two (2) full Business Days or later than three five (35) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or Option Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot and issue to the Underwriters, andOption Shares and/or Option Warrants, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be and/or Option Warrants then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Shares Units within 45 days after the Closing Effective Date. The Underwriters will not be under any obligation to purchase any of such Option Shares Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile transmission, setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and payment for such the Option SharesUnits, which will not be later than three (3) five Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at Sidley’s Offices or at such other place or in such other manner as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery of and payment for all of the Option Shares Units does not occur on the Closing Date, the date and time of the closing for such Option Shares Units will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Units specified in such notice. If any Option Shares Units are to be purchased, each Underwriter agrees, severally severally, and not jointly, to purchase the number of Option Shares Units (subject to such adjustments to eliminate fractional securities Units as the Representative Underwriters may determine) that bears the same proportion to the total number of Firm Shares Option Units to be purchased as the number of Firm Units set forth on in Schedule I A opposite the name of such Underwriter bears to the total number of Firm SharesUnits.

Exercise of Option. The Over-allotment Option granted pursuant ------------------ to Section 1(c) Section 1.2.1 hereof may be exercised by the Representative Underwriter as to all (or any part of the Option Securities at any time) or any part (, from time to time, within forty-five days after the effective date ("Effective Date") of the Option Shares within 45 days after the Closing DateRegistration Statement (as hereinafter defined). The Underwriters Underwriter will not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed by a letter or telecopy setting forth the number of Option Shares Securities to be purchased and purchased, the date and time for delivery of and payment for the Option Securities and stating that the Option Securities referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three (3) Business Days five full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at such place as shall be agreed upon by the Company and the Representativenotice. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Securities will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the UnderwritersUnderwriter, and, subject to the terms and conditions set forth herein, the Underwriters Underwriter will become obligated to purchase, the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative on behalf of the Underwriters as to all (or any part of the Option Securities at any time) or any part (, from time to time, within forty-five (45) days after the effective date ("Effective Date") of the Option Shares within 45 days after the Closing DateRegistration Statement (as hereinafter defined). The Underwriters will not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed by a letter or telecopy setting forth the number of Option Shares Securities to be purchased and purchased, the date and time for delivery of and payment for the Option Securities and stating that the Option Securities referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three (3) Business Days full business days after the date of the notice or such other time as shall be agreed upon by notice, unless the Representative and the Company and the Representative, at such place as shall be agreed agree upon by the Company and the Representativean earlier date. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Securities will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option Optio n granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative Underwriters as to all (or any part of the Option Shares at any time) or any part (, from time to time, within forty-five (45) days after the effective date (“Effective Date”) of the Option Shares within 45 days after the Closing DateRegistration Statement (as hereinafter defined). The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeUnderwriters, which must be confirmed within one (1) business day by a letter or telecopy setting forth the number of Option Shares to be purchased and purchased, the date and time for delivery of and payment for the Option Shares and stating that the Option Shares referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three (3) Business Days full business days after the date of the notice or such other time as shall be agreed upon by notice, unless the Underwriters and the Company and the Representative, at such place as shall be agreed agree upon by the Company and the Representativean earlier date. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative Underwriter as to all (or any part of the Option Securities at any time) or any part (, from time to time, within forty-five days after the effective date ("Effective Date") of the Option Shares within 45 days after the Closing DateRegistration Statement (as hereinafter defined). The Underwriters Underwriter will not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed by a letter or telecopy setting forth the number of Option Shares Securities to be purchased and purchased, the date and time for delivery of and payment for the Option Securities and stating that the Option Securities referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three (3) Business Days five full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at such place as shall be agreed upon by the Company and the Representativenotice. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Securities will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the UnderwritersUnderwriter, and, subject to the terms and conditions set forth herein, the Underwriters Underwriter will become obligated to purchase, the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c1.1(c) hereof may be exercised by the Representative as to all (at any time) or any part (of the Additional Shares and/or Additional Warrants at any time and from time to time) of the Option Shares time within 45 30 days after the Closing Effective Date. The Underwriters will not be under any obligation to purchase any of such Option Shares Additional Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be promptly confirmed in writing by overnight mail or facsimile transmission setting forth the number of Option Shares Additional Securities to be purchased and the date and time for delivery of and payment for such Option Sharesthe Additional Securities, which will must be at least one Business Day after the written notice is given and may not be earlier than the Closing Date nor later than three (3) Business Days after the date of the such notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Additional Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Additional Securities will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Additional Securities specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted ------------------ pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative on behalf of the Underwriters as to all (at any time) or any part (from time to time) of the Option Shares at any time (but not more than once) within 45 thirty (30) days after the Closing effective date ("Effective Date") of the Registration Statement (as hereinafter defined). The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed within twenty-four (24) hours by a letter or facsimile setting forth the number of Option Shares to be purchased and purchased, the date and time for delivery of and payment for the Option Shares and stating that the Option Shares referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three (3) Business Days full business days after the date of the notice or such other time as shall be agreed upon by notice, unless the Representative and the Company and the Representative, at such place as shall be agreed agree upon by the Company and the Representativean earlier or later date. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the The number of Option Shares (subject to such adjustments be sold to eliminate fractional securities as each Underwriter shall be the Representative may determine) number that bears the same proportion ratio to the aggregate number of Option Shares being purchased as the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter on Schedule I hereto (or such number increased as set forth in Section 7 hereof) bears to the total number of Firm SharesShares set forth on Schedule I hereto, subject, however, to such adjustments to eliminate any fractional shares as you in your sole discretion shall make.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative on behalf of the Underwriters as to all (or any part of the Option Units at any time) or any part (, from time to time, within forty-five days after the effective date ("Effective Date") of the Registration Statement (as hereinafter defined). The Over-allotment Option Shares within 45 days after granted hereunder is for use by the Closing DateUnderwriters solely in covering any over-allotments in connection with the sale and distribution of the Firm Units. The Underwriters will not be under any obligation to purchase any of such Option Shares Units prior to the exercise of the Over-Over- allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed by a letter or telecopy setting forth the number of Option Shares Units to be purchased and purchased, the date and time for delivery of and payment for the Option Units and stating that the Option Units referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Units. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three (3) Business Days full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representativenotice, at such place as shall be agreed upon by the Company and the Representativeunless we mutually agree to an earlier date. If such delivery and payment for all of the Option Shares Units does not occur on the Closing Date, the date and time of the closing for such Option Shares Units will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue to the Underwriters, and, subject to the terms and conditions set forth herein, the Company will become obligated to convey to the Underwriters and the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to Units specified in such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Sharesnotice.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative as to all (or any part of the Option Securities at any time) or any part (, from time to time) of the Option Shares , within 45 forty-five days after the Closing effective date of the Registration Statement ("Effective Date"). The Underwriters Representative will not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed by a letter or telecopy setting forth the number and type of Option Shares Securities to be purchased and purchased, the date and time for delivery of and payment for the Option Securities and stating that the Option Securities referred to therein are to be used only for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three (3) Business Days five full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at such place as shall be agreed upon by the Company and the Representativenotice. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Securities will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the UnderwritersRepresentative, and, subject to the terms and conditions set forth herein, the Underwriters Representative will become obligated to purchase, the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Allotment Option granted pursuant to Section 1(c) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Units within 45 days after the Closing DateEffective Date (the “Over-Allotment Period”). For the avoidance of doubt, the Representative shall only be entitled to exercise either the Firm Unit Option or the Component Option, but not both. The Underwriters will not be under any obligation to purchase any of such Option Shares Units prior to the exercise of the Over-allotment Option. The Over-allotment Allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and payment for such Option SharesUnits, which will not be later than three (3) five Business Days Days, or earlier than two Business Days, after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Units does not occur on the Closing Date, the date and time of the closing for such Option Shares Units will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Units specified in such notice. If any Option Shares Units are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares Units (subject to such adjustments to eliminate fractional securities shares as the Representative may determinedetermine provided that the total number of Option Units shall not be reduced by such adjustment) that bears the same proportion to the number of Firm Shares Units to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c1(b)(i) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) for any number of the Option Shares Securities within 45 30 days after the Closing Date. The Underwriters will shall not be under any obligation to purchase any of such the Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or email or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesShares and/or Option Warrants, as the case may be (each, an “Option Closing Date”), which will shall not be later than three two (32) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or Option Warrants does not occur on the Closing Date, the date and time of the closing for such each Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot and issue to the Underwriters, and, Option Shares and/or Option Warrants subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares are to be purchased; (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be and/or Option Warrants then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears Underwriter, subject to such adjustments as the total number of Firm SharesRepresentative, in its sole discretion, shall determine.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c1(a)(iii)(A) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) for any number of the Option Shares Securities within 45 days after the Closing Effective Date. The Underwriters will shall not be under any obligation to purchase any of such the Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or email or facsimile or other electronic transmission setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for such the Option SharesSecurities (the “Option Closing Date”), which will shall not be later than three two (32) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative Counsel or at such other place (including remotely by facsimile, email or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such an Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot and issue to the Underwriters, and, Option Securities subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchased; and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be Securities then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears Underwriter, subject to such adjustments as the total number of Firm SharesRepresentative, in its sole discretion, shall determine.

Exercise of Option. The Over-allotment Allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative Underwriters as to all (at any time) or any part (from time to time) of the Option Shares within 45 thirty (30) days after the Closing Date. The Underwriters will shall not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Allotment Option. The Over-allotment Allotment Option granted hereby may shall be exercised by the giving of written oral notice to the Company from by the RepresentativeUnderwriters, which must be confirmed no later than the next business day by electronic mail setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such the Option SharesShares (the “Option Closing Date”), which will shall not be later than three five (35) full Business Days after the date of the electronic confirmation notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriters, at the offices of VCL Law LLP or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriters. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter notice. The Underwriters may cancel any exercise of the “Over-Allotment Option at any time prior to the Option Closing Date”)Date by giving written notice of such cancellation to the Company. Upon exercise of the Over-allotment OptionAllotment Option with respect to all or any portion of the Option Shares, subject to the terms and conditions set forth herein, the Company will shall become obligated to allot and issue sell to the Underwriters, Underwriters the number of Option Shares specified in such notice and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchaseUnderwriters, acting severally and not jointly, shall purchase the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative Underwriter as to all (at any time) or any part (from time to time) of the Option Shares Securities within the earlier of (i) 45 days after the Closing Datedate of the Prospectus (as defined below) and (ii) the day the Company files its Annual Report on Form 10-K for the year ended December 31, 2018. The Underwriters will Underwriter shall not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares Securities to be purchased and the date and time for delivery of and payment for such the Option SharesSecurities (the “Option Closing Date”), which will shall not be later than three five (35) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeUnderwriter, at the offices of Underwriter Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeUnderwriter. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot and issue to the Underwriters, andOption Securities, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriter the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchased, each notice and (ii) the Underwriter agrees, severally and not jointly, to shall purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesSecurities.

Exercise of Option. The Over-allotment Allotment Option granted pursuant to Section 1(c1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares or Option Warrants prior to the exercise of the Over-allotment Allotment Option. The Over-allotment Allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such Option SharesShares and/or Option Warrants, which will not be later than three (3) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or Option Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares and/or Option Warrants will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares and/or Option Warrants are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares and/or Option Warrants (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares Securities to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesSecurities.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative Underwriter as to all (or any part of the Option Securities at any time) or any part (, from time to time, within forty-five days after the effective date ("Effective Date") of the Option Shares within 45 days after the Closing DateRegistration Statement (as hereinafter defined). The Underwriters Underwriter will not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Overallotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed by a letter or telecopy setting forth the number of Option Shares Securities to be purchased and purchased, the date and time for delivery of and payment for the Option Securities and stating that the Option Securities referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three (3) Business Days five full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representativenotice, at such place as shall be agreed upon by the Company and the Representativeunless we mutually agree to an earlier date. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Securities will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the UnderwritersUnderwriter, and, subject to the terms and conditions set forth herein, the Underwriters Underwriter will become obligated to purchase, the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares and/or Option Warrants within 45 days after the Closing Effective Date. The Underwriters will shall not be under any obligation to purchase any of such Option Shares or Option Warrants prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesShares and/or Option Warrants (the “Option Closing Date”), which will shall not be later than three five (35) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or Option Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot and issue to the Underwriters, andOption Shares and/or Option Warrants, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be and/or Option Warrants then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative as to all or any part of the Option Securities (but only in the form of Units) at any time) or any part (, from time to time) of the Option Shares , within 45 forty-five days after the Closing effective date of the Registration Statement ("Effective Date"). The Underwriters Representative will not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed by a letter or telecopy setting forth the number of Option Shares Securities to be purchased and purchased, the date and time for delivery of and payment for the Option Securities and stating that the Option Securities referred to therein are to be used only for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three (3) Business Days five full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at such place as shall be agreed upon by the Company and the Representativenotice. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Securities will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the UnderwritersRepresentative, and, subject to the terms and conditions set forth herein, the Underwriters Representative will become obligated to purchase, the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c1(a)(ii)(A) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) for any number of the Option Shares within 45 days after the Closing Effective Date. The Underwriters will shall not be under any obligation to purchase any of such the Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company and the Selling Stockholders from the Representative, setting which must be confirmed in writing by overnight mail or email or facsimile or other electronic transmission, and must be given at least three (3) full Business Days prior to the Closing Date (as defined below) or the Option Closing Date (as defined below), as applicable. Such notice shall set forth the aggregate number of Option Shares as to be purchased which the Over-allotment Option is being exercised and the date and time for delivery of and payment for such the Option SharesShares (the “Option Closing Date”), which will may be the same date and time as the Closing Date but shall not be earlier than the Closing Date nor later than three ten (310) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative’s Counsel, or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot Option Shares and issue to the Underwriters, and, subject to the terms and conditions set forth herein, (i) the Selling Stockholders shall become obligated, jointly and not severally, to sell to the Underwriters will become obligated to purchase, the number of the Option Shares specified opposite their names in such notice. If any Option Shares are notice (with such amounts not to be purchasedexceed the amounts listed in Schedule 2 hereto) and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of the Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears Underwriter. The Selling Stockholders understand that the Underwriters intend to make a public offering of the Firm Shares and any Option Shares (collectively, the “Public Securities”) as soon after the effectiveness of this Agreement as in the judgment of the Representative is advisable, and initially to offer the Public Securities on the terms set forth in the Pricing Disclosure Package (as defined below). The Selling Stockholders acknowledge and agree that the Underwriters may offer and sell Public Securities to or through any affiliate of an Underwriter. The shares of common stock of the Company to be outstanding after giving effect to the total number sale of Firm Sharesthe Public Securities are referred to herein as the “Stock.”

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the any combination of Option Shares Securities within 45 days after the Closing Datedate of the Prospectus (as defined below). The Underwriters will shall not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesSecurities (the “Option Closing Date”), which will shall not be later than three five (35) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at the offices of Representative Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such each Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot and issue to the Underwriters, andOption Securities, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be and/or Option Warrants then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 days after the Closing Datedate hereof. The Underwriters will shall not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of Option Shares and/or Option Pre-Funded Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesShares and/or Option Pre-Funded Warrants (the “Option Closing Date”), which will shall not be later than three one (31) full Business Days Day after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative Counselor at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot and issue to the Underwriters, andOption Securities, subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be Securities then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm SharesSecurities, subject, in each case, to such adjustments as the Representative, in its sole discretion, shall determine.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative Representatives as to all (or any part of the Option Shares at any time) or any part (, from time to time, within forty-five (45) days after the effective date ("Effective Date") of the Option Shares within 45 days after the Closing DateRegistration Statement (as hereinafter defined). The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed within one (1) business day by a letter or telecopy setting forth the number of Option Shares to be purchased and purchased, the date and time for delivery of and payment for the Option Shares and stating that the Option Shares referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Shares. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three (3) Business Days full business days after the date of the notice or such other time as shall be agreed upon by notice, unless the Representatives and the Company and the Representative, at such place as shall be agreed agree upon by the Company and the Representativean earlier date. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative Representatives as to all (at any time) or any part (from time to time) of the Option Shares Units within 45 days after the Closing Effective Date. The Underwriters will not be under any obligation to purchase any of such Option Shares Units prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed in writing by overnight mail or facsimile transmission, setting forth the number of Option Shares Units to be purchased and the date and time for delivery of and payment for such the Option SharesUnits, which will not be later than three (3) five Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the RepresentativeRepresentatives, at Sidley’s Offices or at such other place or in such other manner as shall be agreed upon by the Company and the RepresentativeRepresentatives. If such delivery of and payment for all of the Option Shares Units does not occur on the Closing Date, the date and time of the closing for such Option Shares Units will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Units specified in such notice. If any Option Shares Units are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares Units (subject to such adjustments to eliminate fractional securities Units as the Representative Underwriters may determine) that bears the same proportion to the total number of Firm Shares Option Units to be purchased as the number of Firm Units set forth on in Schedule I A opposite the name of such Underwriter bears to the total number of Firm SharesUnits.

Exercise of Option. The Over-allotment Overallotment Option granted pursuant to Section 1(c) hereof may be exercised by the Representative as to all (or any part of the Option Shares at any time) or any part (, from time to time, within forty-five (45) of the Option Shares within 45 days after the Closing Effective Date. The Underwriters will Underwriter shall not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Overallotment Option. The Over-allotment Overallotment Option granted hereby may be exercised by the giving of oral, written or telegraphic notice (any such oral notice to be confirmed by letter or telecopy within 24 hours of such oral notice) to the Company from by the Representative, Representative setting forth the number of Option Shares to be purchased and purchased, the date and time for delivery of and payment for the Option Shares and stating that the Option Shares referred to therein are to be used for the purpose of covering overallotments in connection with the distribution and sale of the Firm Shares. If such Option Sharesnotice is given two (2) full business days prior to the Closing Date, which will the date set forth therein for such delivery and payment shall be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment shall not be later earlier than three five (35) Business Days full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at such place as shall be agreed upon by the Company and the Representativenotice. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will shall be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Overallotment Option, the Company will become obligated to allot and issue shall convey to the UnderwritersUnderwriter the number of Option Shares specified in such notice, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, Underwriter shall purchase all of the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Allotment Option granted pursuant to Section 1(c) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Option. The Over-allotment Allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares, which will not be later than three (3) five Business Days Days, or earlier than two Business Days, after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities shares as the Representative may determinedetermine provided that the total number of Option Shares shall not be reduced by such adjustment) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm SharesUnderwriter.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Closing Effective Date. The Underwriters will not be under any obligation to purchase any of such the Option Shares prior to the exercise of the Over-allotment OptionShares. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or email or facsimile transmission setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares, which will not be later than three (3) five Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the any closing for such Option Shares will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities shares as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased by it as set forth on Schedule I A opposite such Underwriter’s name as the name total number of such Underwriter Option Shares to be purchased bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) for any combination of the Option Shares and/or Option Warrants within 45 days after the Closing Effective Date. The Underwriters will shall not be under any obligation to purchase any of such the Option Shares and/or Option Warrants prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or facsimile or other electronic transmission setting forth the number of the Option Shares and/or the Option Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesShares and/or the Option Warrants (the “Option Closing Date”), which will shall not be later than three five (35) full Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of Representative’s Counsel or at such other place (including remotely by facsimile or other electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or the Option Warrants does not occur on the Closing Date, the date and time of the closing for such Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Option, Option with respect to all or any portion of the Company will become obligated to allot and issue to Option Shares and/or the Underwriters, and, Option Warrants subject to the terms and conditions set forth herein, (i) the Underwriters will Company shall become obligated to purchase, sell to the Underwriters the number of the Option Shares and/or the Option Warrants specified in such notice. If any Option Shares are to be purchasednotice and (ii) each of the Underwriters, each Underwriter agrees, acting severally and not jointly, to shall purchase that portion of the total number of the Option Shares (subject to such adjustments to eliminate fractional securities as and/or the Representative may determine) that bears the same proportion to the number of Firm Shares to be Option Warrants then being purchased as set forth on in Schedule I 1 opposite the name of such Underwriter bears to the total number of Firm Shares.Underwriter

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative on behalf of the Underwriters as to all (or any part of the Option Securities at any time) or any part (, from time to time, but not more than twice, within forty-five days after the effective date ("Effective Date") of the Option Shares within 45 days after the Closing DateRegistration Statement (as hereinafter defined). The Underwriters will not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed by a letter or telecopy setting forth the number of Option Shares Securities to be purchased and purchased, the date and time for delivery of and payment for the Option Securities and stating that the Option Securities referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three (3) Business Days business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representativenotice, at such place as shall be agreed upon by the Company and the Representativeunless we mutually agree to an earlier date. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Securities will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Securities specified in such insuch notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative Underwriter as to all (or any part of the Option Securities at any time) or any part (, from time to time, within forty-five days after the effective date ("Effective Date") of the Option Shares within 45 days after the Closing DateRegistration Statement (as hereinafter defined). The Underwriters Underwriter will not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeUnderwriter, which must be confirmed by a letter or telecopy setting forth the number of Option Shares Securities to be purchased and purchased, the date and time for delivery of and payment for the Option Securities and stating that the Option Securities referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three (3) Business Days five full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representativenotice, at such place as shall be agreed upon by the Company and the Representativeunless we mutually agree to an earlier date. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Securities will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the UnderwritersUnderwriter, and, subject to the terms and conditions set forth herein, the Underwriters Underwriter will become obligated to purchase, the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares Securities within 45 thirty (30) days after the Closing Effective Date. The Underwriters will Underwriter shall not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment OptionAllotment Option by the Representative. The Over-allotment Allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the Representative, which must be confirmed in writing by overnight mail or by email or other electronic transmission setting forth the number of Option Shares and/or Option Warrants to be purchased and the date and time for delivery of and payment for such the Option SharesShares and/or Option Warrants, as the case may be (each, an “Option Closing Date”), which will shall not be earlier than one (1) Business Day nor later than three five (35) full Business Days after the date of the written notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative’s Counsel, or at such other place (including remotely by electronic transmission) as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares and/or Option Warrants does not occur on the Closing Date, the date and time of the closing for such each Option Shares Closing Date will be as set forth in the notice (hereinafter the “Option Closing Date”)notice. Upon exercise of the Over-allotment Allotment Option, the Company will become obligated to allot and issue convey to the UnderwritersRepresentative, and, subject to the terms and conditions set forth herein, the Underwriters Representative will become obligated to purchase, the number of Option Shares and/or Option Warrants specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative on behalf of the Underwriters as to all (or any part of the Option Securities at any time) or any part (, from time to time) of the Option Shares , within 45 forty-five days after the Closing DateEffective Date of the Registration Statement. The Underwriters will not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeGKN, which must be confirmed within 24 hours thereof by a letter or telecopy setting forth the number of Option Shares Securities to be purchased and purchased, the date and time for delivery of and payment for the Option Securities and stating that the Option Securities referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three (3) Business Days five full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representativenotice, at such place as shall be agreed upon by the Company and the Representativeunless we mutually agree to an earlier date. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Securities will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Allotment Option granted pursuant to Section 1(c1(d) hereof may be exercised by the Representative as to all (at any time) or any part (from time to time) of the Option Shares within 45 days after the Closing Date. The Underwriters will not be under any obligation to purchase any of such Option Shares prior to the exercise of the Over-allotment Allotment Option. The Over-allotment Allotment Option granted hereby may be exercised by the giving of written notice to the Company from the Representative, setting forth the number of Option Shares to be purchased and the date and time for delivery of and payment for such Option Shares, which will not be later than three (3) Business Days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at the offices of the Representative or at such other place as shall be agreed upon by the Company and the Representative. If such delivery and payment for all of the Option Shares does not occur on the Closing Date, the date and time of the closing for such Option Shares will be as set forth in the notice (hereinafter the “Option Closing Date”). Upon exercise of the Over-allotment Allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.

Exercise of Option. The Over-allotment Option granted pursuant to Section 1(c) 1.2.1 hereof may be exercised by the Representative Representatives on behalf of the Underwriters as to all (or any part of the Option Securities at any time) or any part (, from time to time, within forty-five days after the effective date ("Effective Date") of the Option Shares within 45 days after the Closing DateRegistration Statement (as hereinafter defined). The Underwriters will not be under any obligation to purchase any of such Option Shares Securities prior to the exercise of the Over-allotment Option. The Over-allotment Option granted hereby may be exercised by the giving of written oral notice to the Company from the RepresentativeRepresentatives, which must be confirmed by a letter or telecopy setting forth the number of Option Shares Securities to be purchased and purchased, the date and time for delivery of and payment for the Option Securities and stating that the Option Securities referred to therein are to be used for the purpose of covering over-allotments in connection with the distribution and sale of the Firm Securities. If such Option Sharesnotice is given at least two full business days prior to the Closing Date, which the date set forth therein for such delivery and payment will be the Closing Date. If such notice is given thereafter, the date set forth therein for such delivery and payment will not be later earlier than three (3) Business Days full business days after the date of the notice or such other time as shall be agreed upon by the Company and the Representative, at such place as shall be agreed upon by the Company and the Representativenotice. If such delivery and payment for all of the Option Shares Securities does not occur on the Closing Date, the date and time of the closing for such Option Shares Securities will be as set forth in the notice (hereinafter the “"Option Closing Date”"). Upon exercise of the Over-allotment Option, the Company will become obligated to allot and issue convey to the Underwriters, and, subject to the terms and conditions set forth herein, the Underwriters will become obligated to purchase, the number of Option Shares Securities specified in such notice. If any Option Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Option Shares (subject to such adjustments to eliminate fractional securities as the Representative may determine) that bears the same proportion to the number of Firm Shares to be purchased as set forth on Schedule I opposite the name of such Underwriter bears to the total number of Firm Shares.